Members on the field of battle at Franklin, TN	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

Download: 2010-02 Bylaws as amended

TABLE OF CONTENTS

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

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:

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

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.

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.

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.

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.

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 77^th 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.

23. Loss of membership privileges

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

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