BY-LAWS OF LINCOLN’S GENERALS, INCORPORATED
ARTICLE I - NAME, PURPOSE
Section 1: The name of the organization shall be “Lincoln’s Generals, Incorporated”, hereafter “Lincoln’s Generals”.
Section 2: Lincoln’s Generals is organized exclusively for educational and charitable purposes as a "Living Museum Partnership", more specifically to authentically portray historical figures from the American Civil War era (1861-1865) in order to educate the public and honor the service and sacrifice of the persons so portrayed; to aid and promote efforts to preserve hallowed ground upon which the conflict was waged; and to commemorate and celebrate the history of the period, thereby preserving our common heritage.
Section 3: Registered Office. The registered office of the corporation shall be located in the State of Pennsylvania (PA) at such place as may be fixed from time to time by the Board of Directors upon filing of such notices as may be required by law.
Section 4: In accordance with the Articles of Incorporation of Lincoln’s Generals, Incorporated:
A.The corporation is organized and operated exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.
B.Notwithstanding any other provision of these Articles, the corporation shall not carry on any other activities not permitted to be carried on (1) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code or (2) by a corporation contributions to which are deductible under Section 170(c)(2) of said Code, or the corresponding provisions of any future statute of the United States.
C.No substantial part of the activities of this corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation; nor shall the corporation participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office.
D.The property of this Corporation is irrevocably dedicated to educational and charitable purposes and no part of the net income or assets of the corporation shall ever inure to the benefit of any director, trustee, member or officer of this corporation, or to any private person.
E.Upon the dissolution or winding up of the corporation, any assets remaining after payment of, or provision for payment of, all debts and liabilities shall be distributed to a governmental entity described in Section 170(b)(1) (A)(v) of the Internal Revenue Code, or to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for charitable purposes, which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code, and which is qualified to receive "qualified conservation contributions" within the meaning of Section 170(h) of said Code, or the corresponding provisions of any future statute of the United States.
ARTICLE II - MEMBERSHIP
Section 1: Membership in Lincoln’s Generals shall be open to all persons who support the objects of Lincoln’s Generals and contribute to its support in an amount to be determined.
Section 2: Formal admission to membership shall be required and the entry in the Register of Members by the Chairman of the Membership Committee of the name and address of any individual shall constitute admission to membership in Lincoln’s Generals.
Section 3: There may be three classifications of members: Individual members, Family members and Honorary members. Individual members shall be defined as 19 years of age and over; families shall be defined as those who are married or otherwise legally recognized as common-law and may be further defined as parents/guardians and their children having not reached 19 years of age on January 1 of the current year and living in the same home. Honorary Members are selected by the corporation’s Board of Directors by affirmative vote of at least two-thirds of its members. An Honorary Member is not required to pay dues or assessments. An Honorary Member has all the rights and privileges of membership, except the right to vote, hold office, or serve on any committee of the corporation.
Section 4: Voting rights. All paid members in good standing with Lincoln’s Generals shall have the right to cast votes on any subject at any membership meeting. Individual memberships are entitled to one vote.
Section 5: Membership in Lincoln’s Generals shall not be transferable. Any attempt to transfer shall immediately void the membership and relieve the corporation of any obligation to refund any dues paid.
Section 6: Every member of Lincoln’s Generals shall be entitled to attend any meeting of Lincoln’s Generals and if of legal age, to hold any office.
Section 7: Those to whom Lincoln’s Generals is ultimately accountable shall be the members of Lincoln’s Generals. This will include a minimum of three (3) subscribers to the Memorandum of Association incorporating Lincoln’s Generals, and other such persons as described herein.
Section 8: Membership in Lincoln’s Generals shall cease upon the death of a member, or if by notice in writing to Lincoln’s Generals, he/she resigns his/her membership, or if he/she ceases to qualify for membership in accordance with these by-laws.
ARTICLE III - ANNUAL MEETING
Section 1: Annual Meeting. The annual meeting of the membership shall be held on the first Saturday of February in each year at 6:00 o'clock P.M., when they may elect a Board of Directors and transact such other any business as may properly be brought before the meeting. If any annual meeting is not held at the designated time, the meeting shall be held as promptly as practicable thereafter at a time to be determined by the President.
Section 2: Special Meetings. Special meetings may be called by the President.
Section 3: Notice of Meetings. Notice of each meeting shall be given to each voting member, by electronic mail (e-mail), not less than 10 days before the meeting.
Section 4: Quorum. A majority of the members of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of Lincoln’s Generals.
Section 5: Proxies. Each member is entitled to vote at a meeting of members or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy.
Section 6: List of Members. The Chairman of the Membership Committee, who has charge of the membership roster of the corporation shall prepare and make, at least 10 days before every meeting of the members, a complete list of the members entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each member.
Section 7: Voting. At all meetings, except for the election of officers and directors, all votes shall be by voice.
Section 8: Voting by Electronic Mail (e-mail)
A.The President shall develop the time frame for voting by electronic voting (e-vote)
B.A minimum of 10 (ten) days notice shall be provided to all participants via e-mail by the Secretary/Treasurer. Such notice shall include the motion and supporting documentation for the e-vote.
C.A second is not necessary for the motion to be considered.
D.The motion to lay on the table is not in order.
E.Each new main motion must be made in a separate, new e-mail message with no other message thread included.
F. New motions in a new message thread may not be introduced while there is another motion currently being debated. No more than one (1) main motion can be considered at one time.
Section 9: Opening a Question for Consideration
A.The President shall assign a number to the motion and shall include the number in the subject line. (Example: Motion 1.)
B.The subject line must include the word “Motion.”
C.The first line of the message must begin with “It is moved to (or that)…” If the motion comes from a specific officer or committee member “(name of officer) moves to (or that)…”
Section 10: Debate
A.Members shall use “Reply All” in all messages.
B.Members may respond at will, that is, without seeking recognition from the chair.
C.Secondary and incidental motions shall be given a letter designation in the subject line by the President. (For example: The main motion is given the number 1. There is a motion to amend. The amendment is given the designation “a”. In the subject line the amendment will be designated “Motion 1-a”.)
D.Multiple secondary and incidental motions shall be given succeeding letter designations by the President. (For example, a main motion, amendment, a motion to refer to a committee and a motion to postpone to a certain time are all pending. The main motion is 1, the amendment is a, the referral is b, and the postponement is c. Motion 1-a-b-c.) As each motion is disposed of, the corresponding letter in the subject line is removed.
E.In the case of conflicting secondary or incidental motions, the President shall determine preference in recognition by the date/time stamp on the messages. When a higher-ranking motion is made first, the lower-ranking motion is not in order.
F.Messages with a date/time stamp after a secondary or incidental motion is stated by the President shall be disregarded. The President shall inform the member who made the disregarded motion that the motion is not in order at the time by using “Reply” rather than “Reply All.”
G.The President shall close debate by asking, “Are you ready for the question on Motion 1- a?” in the subject line.
Section 11: Voting
A.The President shall put the question to a vote by restating the pending question and requesting the members to vote now. The word “vote” shall be in the subject line. (Example: Motion 1-a Vote)
B.The President shall include the time frame/deadline for the vote.
C.Members shall state, “I vote yes,” or “I vote no” in the first line of the response and use “Reply All”.
D.The Secretary/Treasurer shall tally the votes and report the result of the vote to the participants, including the number of votes cast for and against the motion.
E.The President shall announce the results of the vote.
F.The President shall either state the next pending motion and open debate or shall declare the thread on “Motion (number)” closed.
Section 12: Records and Minutes
A.The Secretary/Treasurer shall compile and maintain the complete thread of the motion and its disposition including all secondary and incidental motions.
B.The Secretary/Treasurer shall prepare minutes of the vote and shall send the minutes marked “draft” to all the members.
C.These minutes shall be approved at the next regular meeting.
D.Any member shall have the right to request a copy of the message thread of a motion.
ARTICLE IV - BOARD OF DIRECTORS
Section 1: Board Role, Size, Compensation. The business and affairs of this corporation shall be managed by its Board of Directors. The Board is responsible for overall policy and direction of the Corporation, and delegates responsibility for day-to-day operations to the Chairman of the Board of Directors and to the Committee Chairmen. The Board shall have up to five (5) and not fewer than three (3) members. The minimum of three (3) subscribers to the Memorandum of Association shall be the first directors of Lincoln’s Generals. The board receives no compensation.
Section 2: Regular Meetings. Regular meetings of the Board shall be held at least twice annually at such times and places as shall be determined by the board.
Section 3: Special Meetings. Special Meetings of the Board may be called by the Chairman on two days notice to each director, either personally or by e-mail.
Section 4: Board Elections. Election of new directors or election of current directors to a second term will occur as the first item of business at the annual meeting of the corporation. Directors will be elected by a majority vote of the members eligible to vote, and each director shall be elected for the term of two years, and until his successor shall be elected and shall qualify or until his earlier resignation or removal. Elections of the directors of the corporation shall be by written ballot.
Section 5: Quorum. A simple majority of the total number of directors shall constitute a quorum for the transaction of business.
ARTICLE V - OFFICERS AND DUTIES
Section 1: Officers. There shall be three (3) officers of the Board consisting of a President, Vice President, Secretary/Treasurer. Their duties are as follows:
Section 2: President. The President shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the executive committee to preside at each meeting in the following order: Vice-President and Secretary/Treasurer.
Section 3: Vice President. In the absence of the President or in the event of his inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. He shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors. It shall also be his responsibility to supervise committees, attend their meetings and furnish a report of their activities when requested by the President.
Section 4: Secretary/Treasurer. The Secretary/Treasurer shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board members, and assuring that corporate records are maintained. The Secretary/Treasurer shall keep an accurate record of the books and accounts, and shall deposit all corporation funds in such banks or banks as may be approved by the Board of Directors. Such money shall only be withdrawn by check and signed by the Secretary/Treasurer. The Secretary/Treasurer shall make a report at each Board meeting. The Secretary/Treasurer shall chair the Finance Committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public. The Secretary/Treasurer may be assigned other duties and functions as designated by the President.
ARTICLE VI - VACANCIES
When a vacancy on the Board exists, nominations for new members may be received from present corporation members eligible to vote by the Secretary at least 2 weeks in advance of the annual meeting. These nominations shall be sent out to the members with the regular meeting announcement, to be voted upon at the annual meeting. These vacancies will be filled only to the end of the particular Board member's term.
ARTICLE VII - RESIGNATION, TERMINATION AND ABSENCES
Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if he has three unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths vote of the remaining directors.
ARTICLE VIII - COMMITTEES
Section 1: The members of a committee shall be members in good standing of the corporation. The Board may create committees as needed. The Board President appoints all committee chairs. The permanent committees shall be:
The Finance Committee
The Membership Committee
Section 2: Finance Committee. The Treasurer is chair of the Finance Committee which includes two other Corporation members. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget with Board and other Corporation members. The Board must approve the budget, and all expenditures must be within the budget. Any major change in the budget must be approved by the Board. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the membership, Board members and the public.
Section 3: Membership Committee. The Chairman of the Membership Committee is chair of the Membership Committee. The Chairman is responsible for maintaining the combined membership list.
Section 4: Term of Committee. The term for any position or committee member is 2 years.
ARTICLE IX - DUES AND FEES
Section 1: Corporation activities shall be funded through the use of annual membership dues, charged to the individuals who take part in the corporation’s various activities. All the funds collected by the corporation shall be used by it to provide for the various activities permitted by these Articles.
Section 2: Membership Dues: The annual membership dues required for membership in the Corporation, and any assessments which may be required of the members, shall be established by a majority vote of the members of the Corporation, upon the recommendation of the Board of Directors. The annual membership dues for any fiscal year shall be established at such an amount per member as will, when multiplied by the number of individuals which the Board of Directors estimates will be members for the fiscal year for which the annual membership dues are being established, be sufficient to pay at least 80% of the “normal operating costs” which the Board of Directors estimates will be required to operate the Corporation for the fiscal year for which the annual membership dues are being established. The balance of the “normal operating costs”, if any, shall be paid from surplus funds available from prior fiscal years. The annual membership dues and any assessments may be varied from fiscal year to fiscal year, but any such dues and/or assessments in effect for any fiscal year shall be the same for all individuals.
Section 3: Fees. Fees shall be charged by the Corporation to pay the costs of any of its activities, or parts thereof, which do not fall within the meaning of “normal operating costs”. Said fees shall be established by the Board of Directors at an amount per individual member or family membership, or part thereof, which shall not exceed the amount which is reasonably estimated to be necessary to pay the costs of said activity, or part thereof, which do not fall within the meaning of “normal operating costs”. Should the fees established and collected for any activity or part thereof, not be sufficient to pay all the costs which do not fall within the meaning of “normal operating costs” which are generated by said activity, or part thereof, the deficiency shall be paid as a “normal operating costs” of the Corporation. Should the fees collected from any activity, or part thereof, exceed the costs of such activity, or part thereof, which do not fall within the meaning of “normal operating costs”, said excess shall be used to pay the “normal operating costs” of the Corporation.
Section 4: Payment Due. All members are required to make one (1) payment to cover the cost of the annual membership dues. The annual membership dues are due and payable no later than January 1st of every calendar year.
Section 5: Payee. Checks or money orders should be made out to: "Lincoln’s Generals”. The payment can be mailed to the Secretary/Treasurer. A mailing address will be provided through corporate correspondence.
ARTICLE X - FISCAL YEAR
The Corporation shall operate with the calendar year as its fiscal year.
ARTICLE XI - MISCELLANEOUS PROVISIONS
Section 1: Depositories. The moneys of the corporation shall be deposited in the name of the corporation in such bank or trust company or trust companies as the Board of Directors shall designate, and shall be drawn out only by check or other order for payment of money signed by such persons and in such manner as may be determined by resolution of the Board of Directors.
Section 2: Checks. All checks or demands for money and notes of the corporation shall be signed by the Treasurer or by such officer or officers as the Board of Directors may from time to time designate.
Section 3: Contracts, deeds, bills of exchange and other instruments and documents may be executed on behalf of Lincoln’s Generals by the President or the Vice-President and the Secretary/Treasurer, or otherwise, as prescribed by a resolution of the Board of Directors.
ARTICLE XII - AMENDMENTS
Section 1: By Members. These Bylaws may be altered, amended or repealed by the affirmative vote of a majority of the members eligible to vote at any regular or special meeting of the membership.
Section 2: By Directors. The Board of Directors shall have the power to make, alter, amend and repeal the Bylaws of this corporation. However any such alteration, amendment, or repeal of the Bylaws, may be changed or repealed by the members entitled to vote at any membership meeting.
These Bylaws were approved at a meeting of the Board of Directors of Lincoln’s Generals on February 2nd, 2013 at Lancaster, Pennsylvania.