By Laws – Originally Adopted: 6/6/2012 Last amended: 1/12/2013
Article I – Name and Purpose
Section 1. The name of this organization shall be the 1st Delaware Regiment Living History Corporation (“1st Delaware Regiment”).
Section 2. The purpose of this organization shall be; to educate the public on the history of Delaware and Delawareans in the American Revolution, from the years 1775-1783 inclusive, via living history programs portraying the following: the 1st Delaware Regiment, Delaware militia units, Allen McLane’s partisan unit, detachments of the 1st Delaware Regiment, civilian leaders and supporters of the 1st Delaware Regiment and the causes of the founders of the United States, and naval aspects of the 1st Delaware Regiment and the history of the Delaware River and Bay and vicinity, in as accurate and realistic a manner as the availability of items, financial considerations, and contemporary research will allow; to promote and to stimulate further interest in all aspects and phases of life in the 1st Delaware Regiment and other organizations, both military and non-military, that were based within Delaware during the American Revolution; and, in general, to further the serious discussion and study of the American Revolution.
Section 3. The nature of the services of this organization shall be volunteer. Members will not be reimbursed for organizational participation unless specifically indicated and approved by the Executive Board.
Article II – Officers and Primary Duties
Section 1. There are 3 different types of membership of the 1st Delaware Regiment. There are Military, Civilian, and Supporter types of membership. As the purpose of the organization is based on representing primarily a military organization, in particular, the 1st Delaware Regiment, the Military type of membership is intended to be the primary type of membership. The Military member portrays a military member during the period of the American Revolution. A Civilian member portrays a civilian during the period of the American Revolution. A Supporter does not portray an individual for living history purposes but instead supports the Military and Civilian members as needed. There are 3 types of military rank that the members of the 1st Delaware Regiment will be granted. The first type is a temporary rank. A temporary rank is only to be used for 2 purposes. Each Executive Board Military member will hold the temporary rank as indicated by their Executive Board position. This rank is for Executive Board, or also known as Regimental Staff, purposes only. The other purpose of temporary rank is to be employed as needed by the Field Commander at field events. The second type of rank is honorary in nature. The purpose of honorary rank is to be awarded by the Executive Board to members or non-members that have been deemed worthy of special recognition by their contributions to the 1st Delaware Regiment. The third type of military rank is a permanent rank and is determined by the Executive Board and will be based on as listed in Article II, Section 2. The 1st Delaware Regiment shall be based on a military company structure consisting typically of: 1 Captain, 1 1st Lieutenant, 1 2nd Lieutenant, 1 Ensign, 1 1st Sergeant and 3 other Sergeants, 4 Corporals, and up to 20 Privates. The Executive Board will adjust the permanent structure as needed annually. The 1st Delaware Regiment will consist of at least one military company at all times. Musicians, primarily, fifers and drummers, will be incorporated into the military company and if more than 3 musicians are active members, a Musician Sergeant-Major, leader of the musicians, may be appointed by the Executive Board.
Section 2. The organization shall have an Executive Board, similar to a Regimental Staff, for the purpose of administering the general business of the company. The Executive Board must be comprised of at least 3 active Military members and 2 other active members (either Civilian or Supporter). The President, Vice President, and Field Commander positions must be active Military members. The Executive Board shall be comprised of the following elected officers (Honorary military rank, if applicable): President (Colonel), Field Commander (Lieutenant Colonel), Vice-President (Major), Treasurer (Captain), and Secretary (1st Lieutenant). All other personnel listed in Article II, Section 1 shall be appointed to their military rank, or position for Civilians and Supporter members, by the Executive Board based on, in part, the following: length of service, quality of living history experience, knowledge of duties to be performed, and willingness to serve.
Section 3. President (Colonel): The highest ranking military member of the organization shall concurrently hold the post of President. The President shall be elected for the term of three years or until a successor has been elected. The President shall be eligible to serve consecutive elected terms. It shall be the President’s duty to preside at all military functions and all parliamentary functions, and meetings of the organization and the Executive Board. The President will give direction and purpose to the organization’s activities through input from the general membership. The President shall have the power to appoint the chairman of the committees and to dissolve the same. The President will command the unit on the field and coordinate programs with event organizers once at an event location if the Field Commander is either not present or if the Field Commander so desires. The President will be responsible for the general welfare, and discipline of the organization both on, when the Field Commander is not present, and off the field, at all times.
Section 4. Field Commander (Lieutenant Colonel): The second highest ranking military officer of the organization shall concurrently hold the post of Field Commander. The Field Commander shall be elected for the term of three years or until a successor has been elected. The Field Commander shall be eligible to serve consecutive elected terms. The Field Commander shall have the power to appoint temporary rank at field events, including the Officer of the Day, if applicable. The Field Commander will command the unit on the field, in conjunction with the President if also onsite, and coordinate programs with event organizers once onsite at a field event. The Field Commander will be responsible for the general welfare and discipline of the organization on the field.
Section 5. Vice-President (Major): The third highest ranking military
officer of the organization shall concurrently hold the parliamentary post of the Vice-President. The Vice President shall be elected for the term of three years or until a successor has been elected. The Vice President shall be eligible to serve consecutive elected terms. In the absence of the President, the Vice-President will perform the duties of the President and all special duties assigned to the Vice President position, whether permanently or temporarily, by the President. The Vice President shall support the President by assisting in maintaining order at all functions of the organization.
Section 6. Treasurer (Captain): The fourth highest ranking military officer of the organization, if applicable, shall concurrently hold the parliamentary post of the Treasurer. The Treasurer shall be elected for the term of three years or until a successor has been elected. The Treasurer shall be eligible to serve consecutive elected terms. The Treasurer shall keep a record of all company related financial transactions, receipts, and disbursements; collect member dues, donations and assessments; make payments of all company expenses; and give periodic but no less than annual written fiscal reports to the Executive Board of the status of the company finances. The Treasurer will be responsible for the preparation and filing of any and all necessary state and federally related tax returns necessary for maintenance of the organizations 501(c)(3) tax exempt status.
Section 7. Secretary (1st Lieutenant): The fifth highest ranking military officer of the organization, if applicable, shall concurrently hold the parliamentary post of Secretary. The Secretary shall be elected for the term of three years or until a successor has been elected. The Secretary shall be eligible to serve consecutive elected terms. The Secretary shall keep complete and correct minutes of the parliamentary functions of the Executive Board, and meetings as directed by the President (or Vice President if the President is absent), and the Executive Board functions and meetings. The Secretary shall maintain external correspondence and communications with the general living history community, and coordinate the publication and distribution of the company newsletter to the general membership.
Section 8. If for any reason an Executive Board member cannot serve out their fully elected term, the remaining Executive Board members will meet at the next meeting and determine a course of action how the vacancy will be filled. A simple majority vote by the remaining Executive Board members will be done at this meeting to either appoint someone to the vacancy from within the active membership of the organization or whether another Executive Board member will assume these duties until the next annual election.
Article III – Executive Board Duties
Section 1. The Executive Board shall consist of the elected officers as specified in Article II.
Section 2. The Executive Board shall meet at the call of the President, or upon a call of the majority of the committee or general membership. A majority of its members shall constitute a quorum for the transaction of business. It shall arrange all meetings of the organization and approve all expenses and disbursements for $1,000 or more. It shall determine that all new recruit applicants conform to Article VII prior to approval of admittance of application to full organization membership. It shall establish all policies and procedures in conformance with Article VIII, Section 2. It shall perform all other acts necessary for the preservation, prestige and well being of the organization.
Article IV- Nominations, Elections and Voting
Section 1. Elections shall be held at the annual company business meeting each year and the new officers shall take office immediately following that meeting. The election will be conducted as soon as practical at the beginning of the calendar year, preferably no later than the 1st quarter of the year.
Section 2. Nominations for all officers shall be taken from the floor by any active member.
Section 3. Members present at an announced regular meeting of the general membership shall constitute a quorum and a majority of the membership present and voting will govern.
Article V- Special Committee
Section 1. Committees appointed by the President shall function until cessation of the President’s term in office or until the Committee is relieved by the President. The President will appoint the specific Committee Chairpersons. The Committee Chairperson is then responsible for the composition and functioning of the applicable committee. Committee members may be appointed from among the general membership of the organization and/or the Executive Board.
Article VI-Fiscal Year
Section 1. The fiscal year shall begin on the first day of January and end on the last day of December.
Article VII-Membership and Dues
Section 1. Membership shall be open to all persons with a serious interest in the American Revolution, in particular the 1st Delaware Regiment and other organizations, both military and non-military, that were based within Delaware during the American Revolution and activity without regard to sex, creed, color, or national origin; who are willing to participate as determined by the Executive Board, within strict historical context as 18th century soldiers and civilians of the years of the American Revolution, 1775-1783, or as supporters to such activities. Membership in this organization shall be limited to all persons whose dues are for the current fiscal year or as specified in Article VII, Section 2.
Section 2. The membership shall be comprised of the following classes:
- Active Members: All persons whose dues are paid for the current fiscal year.
- Honorary Members: The title of honorary member is only provided on behalf of the organization upon the approval by a majority vote of the Executive Board. Honorary membership shall pay no dues, but shall otherwise enjoy the full benefits and privileges of membership, except voting for elective offices and holding any elective office.
- Associate Members: Associate membership in the organization may be conferred upon such persons who have formerly been active members who, because of circumstances beyond their control can no longer maintain active membership, or those deemed as an asset in support of the purpose of the organization as deemed by the Executive Board to ensure proper compliance with the intent of these by-laws.
Section 3. Annual dues shall be set by the Executive Board and presented to the members at the annual meeting. Annual dues shall be paid to the Treasurer by the end of the 1st quarter of the current fiscal year.
Section 4. A member may be expelled from membership for the following reasons as determined by a majority vote of the Executive Board.
- Non-payment of dues by the end of the 1st quarter of the new fiscal year.
- Conduct detrimental to the prestige, safety, and/or general welfare of the organization as brought to the attention of the Executive Board and/or the general membership.
Section 5. A member may bring a grievance to the attention of the Executive Board, whether against another member or against the policies and procedures in practice, at any meeting of the general membership. At such a time the issue of the grievance shall be fairly defined by the Executive Board and duly considered by the same. A considered judgment, or compromise designed to bring a resolution of the grievance shall be delivered by the Executive Board to the holder of the grievance with the general membership present, if practicable, within a reasonable time. A judgment or compromise thus reached and delivered shall be considered final by the parties involved.
Article VIII-Policies and Procedures
Section 1. Robert’s Rules of Orders shall govern all meetings either of the organization or the Executive Board, although it is the intention that meetings be as informal as proper decorum permits.
Section 2. The Executive Board shall establish and provide for the executive of all policies and procedures; these policies and procedures shall not be in contradiction of the letter or spirit of the bylaws as specified and documented in Articles I thru X and any amendments.
Section 3. Political Activity. The 1st Delaware Regiment shall not engage in carrying on propaganda or otherwise attempting to influence legislation; and shall not carry on any other activities not permitted to be carried on by: 1) a corporation exempt from federal income taxation under 501(c)(3) of the Internal Revenue Code of 1986, as amended, or successor provisions; 2) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1986, as amended; or 3) by an organization described in section 509(a)(1),(2) or (3) of the Internal Revenue Code of 1986, as amended.
Article IX- Donations
Section 1. Donations in the form of monies, services or items that are of service or use to the general membership shall be accepted upon approval of the Executive Board. The Executive Board will not accept any type of donation, which in any way violates or creates a potential conflict of interest concerning the tax exempt status of this organization.
Section 2. No contribution or donation received by this organization shall be for the direct benefit of any individual member.
Section 3. Executive Board members in the performance of their normal duties will not be reimbursed unless specifically indicated and approved by the Executive Board.
Article X-Amendments and Dissolution
Section 1. These bylaws may be amended or substituted for its entirety by a two-thirds majority vote of all voting members present at any meeting, provided that written notice of the proposed changes have been furnished in writing to the membership at least 30 days in advance of the meeting at which the changes are to be acted upon.
Section 2. Upon dissolution of the 1st Delaware Regiment, and after payment of just debts and liabilities, all remaining assets shall be distributed to organizations enjoying an exempt status under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended or successor provisions, with preference given to any organization located within the State of Delaware.
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Amended on 1/12/2013: Motion was made at Annual Meeting and passed unanimously by the membership to change length of term for each Executive Board member from one to three years.