First Federal Division Information

By-Laws for the First Federal Division — Revised and Approved, March 2015

Article I: Mission Statement

1.1 The Mission of First Federal Division Civil War Reenactors, Inc., an Educational Not-For-Profit Corporation incorporated in the State of Ohio, is to promote and honor the memory of the Federal soldiers and civilians who lived during the time of the American Civil War through attendance at reenactments, living histories, school programs, and other venues in which the lives and times of these honorable men and women can be demonstrated to others as a means of demonstrating to the public what life was like during this critical time in our nation's history. It may be referred to hereinafter as “The Division”.

Article II: Membership

2.1 The Division is organized CORPORATELY into Member Organizations . A Member Organization is defined as an individual voting entity which meets the minimum criteria for Full Admittance into the Division, is duly elected and admitted into the Division by a vote of the already existing Member Organizations, and remains in good standing within the Division in terms of its participation in events and acceptance of Division rules and regulations. Organizations not meeting the Full Admittance requirements, or not wishing to become Member Organizations, may be admitted as Associate Members of the Division.

2.2 Minimum Criteria for Full Admittance (Member Organization) are:
2.2.1 The primary impression is that of Civil War Federal Infantry, Cavalry, or Artillery.
2.2.2 The ability to field a minimum number of combatants, dependent upon branch of service:

Infantry: 60 rifles/men in the ranks
Cavalry: 40 troopers, 30 of which must be mounted, 10 or more of which may be dismounted
Artillery: Twelve guns and 50 artillerymen

2.2.3 Have a "corporate" organization with its own leadership, guidelines/by-laws, etc. (Note: This does not mean that the potential Member Organization must be legally incorporated.)

2.3 Associate Member Organizations

Organizations not meeting the minimum criteria for Full Admittance, or not wishing to become Member Organizations, may submit to become Associate Member Organizations of the Division. Upon election by the Member Organizations, they become Associate Member Organizations of the Division without the right to vote. Specialty Impressions, such as Signals, Engineers, Medical, Wagoners, etc., will be handled in this fashion.

2.4 Removal of Member Organizations
2.4.1 A Member Organization or Associate Member may be suspended or removed from the Division by a 2/3 affirmative vote by the Member Organizations. Prior to such vote, a majority of the existing Member Organizations must submit in writing to the Chief of Staff a signed petition for suspension or removal of the Member Organization or Associate Member, stating the reasons for said suspension/removal. The Chief of Staff will notify the affected Member Organization/Associate Member and will allow reasonable time for a signed written response/rebuttal to those reasons, which are to be distributed to the other Member Organization. The Chief of Staff will then call for a vote on the matter in a timely fashion and announce the results to all Members and Associate Members.

Article III: Officers

3.1 The Division Commander. The Division Commander is the only elected military position. He is elected by the Member Organizations and serves at their pleasure. The Division Commander serves a two year term of office. There is no limit on the number of terms a Division Commander may serve.

3.2 Resignation and Nomination. When the Division Commander indicates his desire, in writing, to step down, an election will be called. Nominations for a new commander are made by the Member Organizations, which will consider all nominations, and may solicit candidate statements prior to voting. A candidate for Division Commander must be a member in good standing of one of the Division’s Member Organizations.

3.3 Election
3.3.1 The Current Chief of Staff will be in charge of the election process. He will be responsible for providing ballots for the election and for insuring that the process proceeds efficiently and fairly.
3.3.2 Election shall be by written secret ballot, listing the names of all properly nominated candidates. Each Member Organization shall have one (1) vote per round of voting.
3.3.3 To be a valid election, at least 2/3 of the Member Organizations must cast votes during the balloting.
3.3.4 A Nominee must receive at least fifty-one percent (51%) of the total votes cast in order to be elected. If no Nominee receives the required number of votes on the first ballot, additional rounds of voting shall take place in which the top two (three, if there is a tie for second) Nominees from the first ballot shall be the only Nominees considered for election.
3.3.5 If only one Nominee has been named, the ballots shall list the Nominee's name at the top of the ballot, with lines marked for "Yes" and "No" votes below it. The Nominee must receive at least a 51% "Yes" vote to be elected.
3.3.6 The results of the election shall take place as follows:
A) If at the Annual Meeting: Immediately following the meeting.
B) If at any other time: Immediately upon completion of the election.
3.3.7 The election for Division Commander may be done by electronic means if it cannot conveniently take place at the Annual Meeting, preferably by conference call.

3.4 Removal
3.4.1 A call for the removal of the Division Commander may be made in writing, signed by at least 50% of the voting representatives of the total number of Member Organizations. This call is to state the desire of the signees to recall the Division Commander, and to list the reasons for such removal. It shall be sent to the President of the Division, who will inform the Division Commander of its contents, and who shall receive back any rebuttal statement the Division Commander wishes to make, which will be distributed to the voting representatives of each Member Organization in a timely manner. The President will then call a meeting of the voting representatives of the Member Organizations to consider the matter.
3.4.2 Should the Division Commander and the President be the same individual, those duties so designated herein to the President shall then fall upon the Secretary of the Corporation.
3.4.3 To remove the Division Commander from his position shall require a 3/4 of the total number of Member Organizations voting in the affirmative for removal. The results of the vote shall be effective immediately.

3.5 Duties of the Division Commander. The Division Commander is a military organizational role and serves the Division by providing field structure and coordination for Division events. Additional requirements and duties of the office of Division Commander may be codified in Operational Guidelines of the Division in the field.

3.6 Staff
3.6.1 The Division Commander appoints the Division staff. Staff appointments are made from the various organizations and branches. Staff officers/NCOs serve at the pleasure of the Division Commander, and their terms of office correspond directly with that of the Division Commander.
3.6.2 The appointed positions for Division Staff may include:
Chief of Staff
Assistant Adjutant General
Assistant Inspector General
Chief of Artillery
Chief of Cavalry
Division Surgeon
Division Quartermaster
Division Engineer
Division Provost
Chief Bugler
Aides de Camp
Each dept. head may recruit and appoint members for their areas with the approval of the Chief of Staff. The duties of each of these appointed positions will be determined by Operating Guidelines of the Division in the field or failing that the wishes of the Division Commander.

Article IV: Board of Directors

4.1 The Board of Directors shall be tasked with the day to day, Corporate operations of the Division as as such shall operate as corporate officers.

4.2 The Board of Directors shall consist of a President, Secretary, Treasurer, and at least four (4) but no more than six (6) Directors. The Board of Directors may elect one of it's sitting Directors as Chairman of the Board if it so wishes, if not then the President shall serve as the Chairman.

4.3 All Directors and officers shall be elected by a majority vote of the Member Organizations present at the Division’s annual meeting. However, the election shall be valid only if at least 51% of the Division’s Member Organizations are present for the election.

4.4 Each Director shall hold office for the calendar year commencing immediately within which such Director is elected, or until the Director's successor is elected, or until the Director's earlier resignation, removal from office, or death.

4.5 The Board of Directors will meet at the Annual Division meeting as pursuant to Article 5.
4.5.1 Regular meetings of the Board of Directors and officers may be held at such periodic intervals between annual meetings and at such time as the Board of Directors may specify.
4.5.2 Special meetings of the Board may be called by the President, the Chairperson of the Board (if any), or any four (4) Directors.

4.6 Unless otherwise required by the laws of the State of Ohio, meetings of the Board may be held at any place within or without the state. Except as otherwise required by the laws of the State of Ohio, meetings of the Board may be held through any communications equipment if all persons participating can hear each other and participation in a meeting pursuant to Section 4.5.2 shall constitute presence at such meeting.

4. 7 The presence of a majority of the Directors then in office shall constitute a quorum for a meeting of the Board of Directors.
4.7.1 In the absence of a quorum at any meeting of the Board of Directors, a majority of those present may adjourn the meeting from time to time until a quorum shall be present and notice of adjournment of a meeting need not be given if the time and place to which it is adjourned are fixed and announced at such meeting.
4.7.2 The vote of a majority of the Directors present at a meeting at which a quorum is present is the act of the Board, unless the vote of a greater number is required by these By-Laws.

4.8 To the extent permitted by Ohio law, any action which may be authorized or taken at a meeting of the Board of Directors, may be taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by, all of the Directors. For purposes of this section, a signed writing shall include any original document bearing the signature of a Director, a telecopy sent by, and bearing the signature of, a Director and an electronic mail transmission created and sent by a Director which sets forth his or her name in such a manner so as to logically evidence his or her intent to sign the transmission.
4.8.1 Any such writing shall be filed with or entered upon the records of the Division.

4.9 Any Director may resign at any time by giving written notice to the Chairperson, if any, the President or the Secretary.

4.10 A resignation shall take effect immediately or at such other time as the Director may specify, and unless otherwise specified therein, shall become effective upon delivery. Acceptance of any resignation shall not be necessary to make it effective unless so specified in the resignation.

4.11 Any Director may be removed, with or without cause, at any time by the affirmative vote of all of the members of the Board of Directors, at a duly‐called, noticed meeting of the Board of Directors. Provided however, that in the case of removal of a Director, the unanimous affirmative vote of all of the Directors except the Director who is subject of the removal vote shall be required.

4. 12 Unless the Articles or these By‐Laws otherwise provide, the remaining Directors, though less than a majority of the whole authorized number of Directors, may, by the vote of a majority of the Directors, temporarily fill a vacancy in the Board for the unexpired term until such time as such vacancy is filled by election.

4.13 Duties of the Directors shall consist of but not be limited to the following. The Board of Directors may assign or require additional duties of a Director by a majority vote.
4.13.1 The Chairperson, if any, shall preside at all meetings of the Board of Directors.
4.13.2 The President shall be the chief executive officer of the Corporation, and shall, in the absence of the Chairperson, preside at all meetings of the Board of Directors. The President shall manage the business affairs of the Corporation. The President shall have the authority to create committees consisting of at least one Director and/or persons from Member and Associate Organizations address needs of the Division as they arise.
4.13.3 The Secretary and Treasurer shall have those duties typical to persons serving in such offices and shall include the duties required by the laws of the state of Ohio.
4.13.4 Each of the President, the Secretary, the Treasurer and the Chairperson, if any, shall have the authority jointly or severally to sign, execute and deliver in the name of the Corporation any deed, mortgage, bond, instrument, agreement or other document evidencing any transaction authorized by the Board of Directors, except where the signing or execution thereof shall have been expressly delegated to another officer or person on the Corporation’s behalf.
4.13.5 In the absence of any officer or assistant officer or for any other reason that the Board may deem sufficient, the Board may delegate the authorities and duties of any officer, or any assistant officer to any other officer, assistant officer or to any Director.
4. 13. 6 In addition to the foregoing, each officer or assistant officer shall perform all duties as may from time to time be delegated to each of them by this Code or by the Board or any committee of Directors as provided herein.

Article V: Meetings/Voting Rights

5.1 An annual meeting of the Division for the election of Directors, for the consideration of any reports and for the transaction of such other business as may be brought before the meeting, shall be held in January or February of each year or on such date as may be designated by the Member Organizations. If the annual meeting is not held or if Directors are not elected at the meeting, the Directors may be elected at any special meeting called and held for that purpose.

5.2 Notice of any meeting of the Division or the Board of Directors shall be given in the manner which shall be provided to all Member Units, Directors, and officers reasonable notice of the same so that such persons may make arrangements to attend the meeting. Except as otherwise required by the laws of the State of Ohio, no formal publication of any notice of any meeting of the Member shall be required.

The presence of either (i) a quorum of the Division’s Board of Directors as is legally required to conduct its regular business affairs; or (ii) such other person or persons who are legally authorized by the Members of the Division to act on its behalf, shall constitute a quorum for the transaction of business at a meeting of the Members of the Division.

5.3 Each Member Organization shall be entitled to one (1) vote. The voting representative for each Member Organization shall be the commanding officer of that Member Organization, or his designee.

Article VI: Ruling Documents

Along with these Bylaws, the Division may from time to time publish other Guidelines and Regulations for the Division's use, such as Safety Regulations and Operating Guidelines. Such documents are binding on all Member Organizations and Associate Members. They may not conflict with these Bylaws. Should they do so, any such part of these documents are void, thought the remainder of the document is still in force. They may contain general rules/regulations or be specific to a particular event, etc.

Article VII: Dissolution

Upon the dissolution of the Division, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the Civil War Trust.

Article VIII: Commercial, Partisan, and Sectarian Interest

8.1 The name of the Division or the names of any members in their official capacities shall not be used in connection with a commercial concern or with a partisan interest or for any purpose not appropriately related to promotion of the purpose of the organization.

8.2 The organization shall not, directly or indirectly, participate or intervene in any way (including the publishing and distribution of statements) in any political campaign on behalf of, or in opposition to, any candidate for public office; or devote more than an insubstantial part of its activities to attempting to influence legislation by propaganda or otherwise.

Article IX: Indemnification and Insurance

9.1 The Corporation (Division) may provide the indemnity authorized under section 1702.12(E)(1)‐(9) of the Ohio Revised Code to the fullest extent permitted thereunder.

9.2 The Corporation may, as the Board may direct, purchase and maintain insurance, or furnish similar protection to the fullest extent permitted under section 1701.12(E)(7) of the Ohio Revised Code.

Article X: By-laws Changes

These By-laws may be changed by a 2/3 vote of the Member Organizations. Any changes take effect immediately.