BYLAWS OF
The 140th New York Volunteer Infantry
Living History Organization, Inc.
A Not-For-Profit Corporation
(As amended 09/27/2009)

ARTICLE I - DEFINITION

The name of the Corporation shall be the One Hundred and Fortieth New York Volunteer Infantry (140th NYVI) Living History Organization, Inc. The corporate headquarters shall be located in Monroe County, New York.

ARTICLE II - PURPOSES

This Corporation has been formed for the purpose of promoting charitable and educational aspects of the American Civil War; to teach the historical significance through activities, programs, and living history demonstrations; to authentically portray both Union soldiers from the 140th NYVI and Northern civilians - their life, clothing, equipment, actions, and battles; and to encourage family participation and the friendship of all who hold the same interest.

ARTICLE III - MEMBERS

Section 1. Members:

Any person may apply for membership with the Corporation. A person under the age of 18 must have a parent or legal guardian whom is already a member of the corporation or has also applied for membership. Individuals who have been convicted of a felony shall not be eligible for membership. A prospective member must furnish references for investigation by the Membership Committee. All applicants for membership will be reviewed, approved, and status recommended by the Membership Committee.

Section 2. Types of Membership:

There are four types of membership: Active, Trial, Associate and Ancestral. All four memberships must pay dues. Only those holding active membership will be allowed to participate in unit activities such as living history presentations, reenactments, or other public demonstrations, unless the Acting Unit Commander grants a waiver of this rule.

a. Active Members:

Active members are those who have been accepted by the membership committee and who have completed a term of trial membership and have met the training requirements of the military or civilian coordinator and/or the unit commander, are 16 years of age or older, and are suitably equipped to do field presentations. Further requirements to maintain Active Membership are: Attendance at a minimum of forty percent (40%) of available maximum effort events as voted by the corporation, taking part in these events fully as a member of the 140th NYVI; attendance at a minimum of two (2) unit meetings, excluding the general election meeting and the Christmas party. Exemplary service such as chairing a committee, holding corporate office, or performing numerous presentations, may count towards the event totals at the discretion of the corporate officers. The corporate officers and membership committee may take individual cases into account to allow continued active membership under unusual circumstances. Request for such exemptions must be made in writing to the membership committee or the Unit Commander. In the case that a member does not meet the requirements of active membership, he or she will become an associate member. If the member subsequently meets the requirements for active membership, then he or she will return to active membership and will be eligible for participation in the elections for that year.

b. Trial Members:

A new member shall complete a trial membership before being eligible for active membership. The term of this trial membership shall be one year from the date of application. If a trial member has completed nine (9) months or more of trial membership at the time of the annual election meeting, the remaining time may be waived by the membership committee based upon participation and training during the previous season. If after a full year the member has not completed the requirements of active membership, he or she will become an associate member.

c. Associate Members:

Those who complete the trial membership and who are not yet eligible for active membership can remain as Associate members. Associate members whose dues are current will receive the Legacy and can take part in living history or other events with the permission of the Military or Civilian Coordinator after demonstrating proper dress, equipment, and training. Associate members do not have the right to vote or hold office. There is no trial period required for Associate membership. Except that a member must complete all required training in order to participate in a field event.

d. Ancestral Members:

Ancestral member status may be offered to any person whose ancestor was a member of the original 140th NYVI. This would provide the Corporation with a direct, if somewhat diffused link, with the past. Ancestral members may be active members. Unless active: ancestral members do not have the right of participation in field events, voting, and the holding of office.

e. Social Members:

Those members that are not active, associate, trial or ancestral are designated as Social Members. Often they are family members of participating members that do not wish to participate themselves. Social members whose dues are current will receive the Legacy and can take part in all unit social functions. Social members do not have the right to vote or hold office. There is no trial period required for Social membership. Honorary Social memberships may be conferred with the agreement of three or more corporate officers.

Section 3. Voting Rights:

Each active member shall be entitled to one vote on each matter submitted to a vote of the members. No member shall be permitted to authorize another person to act for him by proxy. Except as otherwise provided by law or elsewhere in these Bylaws, all motions shall be decided by the vote of the simple majority of the delegates present at the time of the vote, if a quorum is present at such time. A quorum shall be 10 active members plus one officer.

Section 4. Conduct of Members:

All members must follow the direction of the Corporate Officers and the will of the Corporation. Those in military dress must obey the reasonable order of all field officers holding a superior rank. Those in civilian period attire must cooperate with the Civilian Coordinator and any Military Commanders. All members must obey all local, state, and federal laws, as well as duly elected or appointed officials of hosting organizations at events. All active members must conform to the established authenticity standards unless a Corporate Officer grants a temporary waiver.

Section 5. Termination of Membership:

Any member may be terminated because of 1) failure to pay the dues and/or 2) failure to conduct himself/herself according to the rules and regulations set out in these articles or other authorized documents. Any member shall be given written notice of the grounds of termination and given the opportunity to appeal the situation. The Membership Committee shall effect termination and only after the member has the opportunity to defend himself/herself either in writing or in person. Response to notice of termination of membership must be made within 30 days of notice. The member has the right to appeal the decision of the Membership Committee to the active membership. The committee decisions can be overruled by a 2/3 vote of the active membership.

Section 6. Dues:

Dues shall be set by resolution of the active members at a regularly scheduled business meeting and shall be payable on January 1 of each fiscal year.

Section 7. Membership Book:

A membership book containing the name, address, date of admission of membership, dues paid, and attendance will be kept by the Membership Committee. If membership is terminated, date of termination and reasons will also be indicated in the book.

ARTICLE IV - CORPORATE OFFICERS

Section 1. Officers:

The officers shall be Unit Commander, Adjutant, Secretary, Treasurer, Military Coordinator, and Civilian Coordinator. All officers must be active members. The qualifying age for any officer must be 18 years.

Section 2. Election and Term of Office:

Election by ballot for Corporate Officers by the members shall be held in November; commencement of duties shall start the following January. Term of office shall be 12 months.

Section 3. Unit Commander:

The Unit Commander presides at all meetings; signs any contracts, notes, deed, or other papers requiring a signature; oversees all unit activities; and is responsible for all correspondence regarding any event. In the desire to maintain the authenticity of the 1860s time period, the Unit Commander must be an active male member.

Section 4. Adjutant:

The Adjutant assists the Unit Commander and performs all the duties of the Unit Commander in the absence of the Unit Commander.

Section 5. Secretary:

The Secretary keeps minutes of all meetings; furnishes a copy to the Unit Commander and the newsletter Editor; and reads preceding minutes at the beginning of each meeting. The Secretary is also responsible for maintaining all Bylaws and Policy documents, which are to be kept in a book, dedicated to this purpose.

Section 6. Treasurer:

The Treasurer has general supervision of all finances such as money, bills, notes, deeds, leases, mortgages, insurance policies, and similar property of the Corporation; keeps accurate accounts of all business transactions; makes an annual report to the members in November or whenever any member requires it; and turns over all property to the succeeding Treasurer.

Section 7.

The same person may hold the Secretary and Treasurer positions.

Section 8. Military Coordinator:

The Military Coordinator commands the military arm of the Corporation and, as such, must execute his duties accordingly in a military fashion; develops and promulgates the battle plans for events that the Corporation hosts; reports to the Membership Committee on the progress of trial members who wish to do a military portrayal; coordinates instruction of the military scenario of the Civil War to the members; is responsible for the conduct and authenticity of impressions (both military and civilian) within the confines of the military camp; is responsible for the safe use of all military weapons; must be knowledgeable in military science of the Civil War; holds highest military rank in the Corporation as determined in Article V. In the absence of the Military Coordinator, a qualified person may be appointed to fill this position.

Section 9. Civilian Coordinator:

The Civilian Coordinator coordinates the civilian activities of the Corporation and is responsible for the organization and promulgation of civilian events hosted by the Corporation; reports to the Membership Committee on the progress of trial members who wish to portray civilians of the Civil War era; is responsible for the education, conduct, and authenticity of those doing a civilian impression; is responsible for the safety of all civilians within the civilian camp; must be knowledgeable about the lifestyles, politics, clothing, mannerisms, etc, of Upstate New York during the 1860s. In the absence of the Civilian Coordinator, a qualified person may be appointed to fill this position.

Section 10.

Other positions may be established and appointed by the Corporate Officers as needed or as circumstances warrant.

Section 11. Vacancies:

Any vacancy among the Corporate Officers arising at any time and from any cause may be filled for the unexpired term. The remaining Corporate Officers shall nominate a candidate to fill the position and present said candidate to the membership for approval.

ARTICLE V - FIELD STRUCTURE

Section 1. Officers & NCOs :

The officers and NCOs shall consist of the Military Commander, who holds the highest military rank, and such other positions as deemed necessary by the military members. These positions can only be filled by active military members. The Military Coordinator will assign their duties.

Section 2. Election and Term of Office:

Election for rank-bearing soldiers by the military membership shall be in November; commencement of duties shall start the following January. Term of office shall be 12 months.

ARTICLE VI - REMOVAL OF OFFICERS

Section 1.

Any officer of the Corporation may be removed for cause by a two-thirds vote of the membership.

Section 2.

A motion for a vote to remove a corporate officer must be submitted and approved by a simple majority of the membership. The vote to remove the officer will take place at the next business meeting.

Section 3.

An officer shall be given written notice of the grounds of removal and given the opportunity to appeal the situation.

Section 4.

A vote on removal of an officer cannot take place unless the membership has been given prior written notice that such action will be taken at the meeting.

Section 5.

Removal from office does not terminate membership in the Corporation.

ARTICLE VII - APPOINTMENTS

Section 1.

There shall be two (2) committees: Membership and Program. The Unit Commander subject to vote of the active members will appoint the Chair of these committees. Committee members shall be appointed by the committee Chairs. Term of office shall be 12 months. All committees shall be represented by civilians and military personnel.

a. Membership Committee:

The Membership Committee shall review and approve all applications for membership; shall recommend the membership status for each member of the Corporation; shall decide and execute termination of membership of any individual not conducting himself/herself according to the regulations in Article III, Section 4; and shall be in charge of keeping the Membership Book up to date.

b. Program Committee:

The Program Committee will plan and coordinate social events and educational presentations appropriate for the various requests received by the Corporation.

Section 2.

The membership may create other special committees as may be deemed desirable, and the Unit Commander subject to vote of the active members shall appoint the Chair of such committees. Such special committees shall have only the powers specifically delegated by the members.

Section 3.

The Unit Commander shall appoint persons to fill the following positions subject to vote by the active members:

a. Newsletter Editor:

Responsible for the creation, content and distribution of the unit newsletter, "The Legacy", which is published on a monthly basis in both a hard copy and electronic format.

b. Historian:

Today

c. Archivist:

Yesterday

d. Web Page Administrator:

Responsible for maintaining the unit website and it's content, which is currently hosted by the Genesee Gateway.

ARTICLE VIII - MEETINGS

The Corporation may, to the fullest extend now or hereafter permitted by law, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that he, his testator, or intestate was a member, officer, or agent of the Corporation, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees.

Section 1. Fiscal Year:

The fiscal year of the Corporation shall be November 1 to October 31.

Section 2. Annual Meeting:

The annual meeting of the Corporation shall be held in November of each year. Each Corporate Officer will present a status report to the membership. Elections and approval of appointments will also be held.

Section 3. Monthly Meetings:

The monthly meetings of the Corporation shall be held as set by the members. The monthly meeting may be used to vote on Corporation policy issues after due notice is given to the membership. A quorum must be present to vote on policy issues.

Section 4. Special Meetings:

A special meeting may be called by the Unit Commander or by a written petition from the majority of the active members and submitted to any Corporate Officer.

Section 5. Notice of Meetings:

The date, time, and place of the meetings shall be given in the Corporation's newsletter or by special mailing at least 7 days before the meeting.

Section 6. Place of Meetings:

Any place or site may be used to hold a meeting.

Section 7. Agenda:

All issues to be presented for consideration at a general meeting must be submitted to the Unit Commander at least 2 days before the meeting.

Section 8. Quorum:

10 active members plus one officer as stated in Article III, Section 3 shall constitute a quorum.

Section 9. Voting:

At any meeting of the membership, each active member present shall be entitled to one vote except as otherwise provided by law or elsewhere in these Bylaws. All matters shall be decided by the vote of the majority of the members present at the time of the vote, if a quorum is present at such time.

Section 10. Action Without a Meeting:

Any action, which could be taken by the members at a meeting, may be taken without a meeting through a phone or mail vote. Non-returned ballots will be considered as abstention. Such issue or election, not including Bylaw amendments or removal of officers, shall be decided by a simple majority of those members returning their ballots or giving a reply by phone on or before the announced deadline. The resolution or the results shall be presented at the next regularly scheduled meeting and filed with the minutes thereof.

ARTICLE IX - BOOKS AND ASSETS

Section 1. Custody of Funds:

The Treasurer shall have custody of all funds and assets of the Corporation.

Section 2. Disbursement of Funds:

Corporate Officers may expend, or be reimbursed for expenditures, on behalf of the Corporation up to $25 per item without approval. Expenditures over $25 will require approval of the majority of the Corporate Officers. All bills, notes, receipts, acceptances, endorsements, checks, releases, contracts, documents, requests for payments, and other disbursements shall be in writing.

Section 3. Management of Funds:

The funds of the Corporation shall be managed in accordance with generally accepted accounting practices and procedures.

Section 4. Investments:

The Corporate Officers are authorized to select such depositories, as it shall deem proper for the funds of the Corporation. Such funds may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real, personal or otherwise, as the Corporate Officers in their discretion may deem desirable.

Section 5. Books:

There shall be kept at the office of the Corporation correct books of account of the activities and transactions of the Corporation including a minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these Bylaws, and all minutes of meetings of the members and the Corporate Officers.

Section 6. Auditing:

The financial books shall be audited once a year by two members (not Corporate Officers) of the Corporation elected by a majority vote of the active members.

ARTICLE X - INDEMNIFICATION

The Corporation may, to the fullest extend now or hereafter permitted by law, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that he, his testator, or intestate was a member, officer, or agent of the Corporation, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees.

ARTICLE XI - AMENDMENT PROCEDURE

The Bylaws of the Corporation may be amended by a majority of the active membership present at a duly called meeting; provided, however, that notice of such proposed amendment, setting forth the text and effect of the amendment, must be included in the notice of meeting.