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First Foot Guards

Byelaws


ARTICLE I.

The exact name of the corporation is:

"The First Regiment of Foot Guards in America, 1776-1783"

ARTICLE II.

The purpose of the corporation is to engage in the following activities:

The First Regiment of Foot Guards in America, 1776-1783 (to be referred to in this document as "The Guards") is organized exclusively for educational and scientific purposes. The Society will work to further the understanding of the public as to the methods, lifestyles, and historical significance of the British Forces in America during the colonial period. This will be conducted through (but not limited to) original research done by members of the group as well as the physical portrayal of the First Regiment of Foot Guards in public re-enactments, encampments, and various other performance type venues.

ARTICLE III.

A corporation may have one or more classes of members. If it does, the designation of such classes, the manner of election or appointments, the duration of membership and the qualification and rights, including voting rights, of the members of each class, may be set forth in the by-laws of the corporation or may be set forth below:

  1. Members: The Guards will have two classes of members. General Members and Directors.

1. General Members: A person will be considered a General Member when their dues have been paid in full. Every General Member will have one vote in General and Annual Meetings. Only General

Members will be covered by "The Guards" insurance plan.

2. Corporate Officers: There will be 5 Corporate Officers referred to in this document as "Directors" each elected for a specific position. Once elected a Director still retains their General Member status, and all rights and privileges thereof.

    1. President: Responsible for calling and presiding over Director Meetings at the request of the Directors, appointing a General Member to preside of General meetings, preside over annual meetings, shall speak for "The Guards," and shall report to the General Membership on matters of importance to "The Guards".
    2. Vice President: Shall advise the President, and shall fill in for any other Director who is unable to fulfill their duties at any meeting. In the event of the resignation of the President, the Vice President will immediately become the President until the next Election of Directors.
    3. Secretary: Shall keep a log of all meetings; ensure that each vote follows Article IV. (A)(4), an attendance of all events, shall make sure that all Members are notified of meetings, and a roster of all General Members.
    4. Treasurer: Be responsible for the Custody and control of all funds. Shall have the authority to open bank accounts on behalf of "The Guards." Sign all checks or other forms of monetary obligation. Shall collect dues and donations, and shall assure the accounting of receipts and disbursements
    5. Event Coordinator: Shall collect all data on events and scheduling, and present these to the Directors for consideration and approval

B. Elections: The Directors will be elected at each annual meeting for a one-year term. At the start of the
meeting, there will be a chance for nominations, were by any general member may nominate any other
general member for a position as director. Upon finishing the nominations, elections will be held by
secret ballot. Everyone may vote once for each position. Any ties will be settled by a separate secret
ballot vote between the tying individuals. A Director’s term will end upon their replacement by vote at
an annual meeting, their resignation to the Board of Directors at a Director Meeting or by a petition
signed by ¾ the membership stating thus.

ARTICLE IV.

Other lawful provisions, if any, for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or its directors or members or any other class of members, are as follows:

  1. Meetings: The Guards will have three types of meetings; General, Annual, and Director meetings.
    1. General Meetings: General Meetings will be held at the discretion of the Directors when they deem it necessary to hold such meeting in order to either discuss matters or vote on same, that affect The Guards. Any powers that are not expressly given to the Directors will be conducted at these General Meetings. For any vote to be valid at a general meeting, there must be a quorum of 2/3 of the general membership.
    2. Annual Meetings: Annual Meetings will be held to give a financial report to the general membership, set yearly dues, and hold elections. It is the Board of Director’s role to schedule an annual meeting every year within 53 weeks of the previous annual meeting. Director Meetings: Director Meetings will be held at the discretion of the Directors, for the purpose of deciding, discussing and voting on any issue that falls under their power in Article III (A)(2)(a). All meetings will be open to any general member who wishes to attend in a non-voting capacity.
    3. Notification of Meetings: No General or Annual meeting will be official unless there has been at least 14 days notice given in the following manner:
      1. Notice in "The Guardsman." Either the electronic version or the standard mail version.
      2. Any general member who does not have access to the internet may choose to notify the Board of Directors and inform them as such, in which case it will be the secretary’s responsibility to notify them by post or telephone of all meetings.
    4. Quorum: For any vote in any meeting to be valid and binding, there must be a minimum of 2/3 the people eligible to vote in that meeting present. The Secretary will be responsible for assuring that before every vote there is a quorum. For General and Annual meetings, any time that the Directors feel the matter at hand is pressing they may suspend the need for a quorum by a affirmative vote of 4 Directors.
  2. Appointment of Sub-Committees: At the Board of Director’s discretion it may appoint sub-committees to look into issues that effect The Guards. Sub-committees may be of any size the Directors see fit, and the only requirement is that it be made up completely of general members. These sub-committees will have no authority to act on their own, only to recommend actions to the Directors or General Membership.
  3. Regimental Officers: At events or programs of a historical nature in which the General Members perform in uniform, Regimental Officers will conduct and manage "The Guards" in accordance to the rules, customs and traditions of the British military hierarchy of the First Regiment of Foot Guards during the period of 1776-1783.
    1. The existing Regimental Officers upon consultation with the General Members will decide the appointment and promotion of regimental officers.
    2. Regimental Officers will be appointed for a life position, within the constraints of Article (IV)(C).
    3. Regimental Officers may at any time choose to resign by submitting a letter to that effect to the highest-ranking Regimental Officer.
    4. Any General Member may at anytime call for a vote of no confidence in any Regimental Officer. The President must then call a General Meeting as soon as realistically possible following the rules of Article (IV)(A)(3). A vote of 2/3 in favor of no confidence will immediately strip that Regimental Officer of their position.
    5. All existing officers upon the enactment of these Articles shall be considered appointed with all rights and privileges of a officer appointed under Article (IV)(C)(2).
  4. Uniforms: The Directors upon deciding events will state whether that event is in uniform or not. The highest-ranking Regimental Officer will decide on the manner and nature of the uniforms based entirely on historical research.
  5. "The Guards" will offer an Associate Member status to individuals who wish to support the group in a financial manner. A level of donation will be decided on by the Directors to make a person an Associate Member. The Directors may choose to offer gifts in appreciation to the Associates Members. The total value of these gifts will not exceed $2.00 per Associate Member.
  6. The Guardsmen: "The Guards" will publish a newsletter on a periodical basis entitled "The Guardsman". This will be used for communication among the General Members as to the schedule, items of research, and other writings in accordance with the purpose of "The Guards."
  7. Amending these Articles: Any of part of this Articles of Incorporation, may amended at any general meeting subject to approval of 2/3 the members of the general membership.
  8. Dues: At the annual meeting the general membership will vote on the amount of dues to be paid by all members of the group. These dues must be paid within 31 days of the annual meeting or the member will be considered delinquent in their dues for that year.
  9. Expenditure of Funds:
    1. All expenditures must be approved by a 2/3 vote of the Board of Directors.
    2. No part of the net earnings of the society shall inure to the benefit of, or be distributable to it’s members, trustees, officers, or other private persons, except that the society shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II hereof. No substantial part of the activities of the society shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing of distributing of statements) and political campaign on behalf of or in opposition to any candidate to public office. Notwithstanding any other provision in these articles, the society shall not carry on any other 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 the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170 (c)(2) of the Internal Revenue Code or the corresponding section of any future federal tax code.
  10. Dissolution of The Guards
    1. The Guards may be dissolved by a ¾ vote of the membership at a general meeting.
    2. Upon dissolution of The Guards, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction for the county in which the principle office of the corporation is located, exclusively for such purposes or to such organization or organizations as said court shall determine, which are organized and operated exclusively for such purposes.

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