First Federal Division Information
By-Laws for the First Federal Division — Revised and Approved, March 2015
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”.
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:
Infantry: 60 rifles/men in the ranks
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
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.
3.5 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.
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.
4.6 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.
4.8 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.
4.9 Any Director may resign at any time by giving written notice to the Chairperson, if any, the President or the
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
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.
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.
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.
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.
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.
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.
These By-laws may be changed by a 2/3 vote of the Member Organizations. Any changes take effect immediately.