Living History Reenactment Association, Inc. BYLAWS
Purpose and Title
1.1 Title. The Living History Reenactment Association, Inc. will hereby be referred to from now on as the Corporation or the LHRA.
1.2 Purpose. The LHRA was established to promote public awareness and to provide educational opportunities to the public of the sacrifices made by the common soldier of all the armies of the World to include Vietnam, Korea, WWII, WWI, the American Civil War, and others. The LHRA may carry out this purpose through the sponsoring of public and private battle reenactments and Historical displays. These Historical battle reenactments and displays will consist of the LHRA’s membership’s military memorabilia, uniforms, equipment, personnel and vehicles.
2.1 Registered Office and Registered Agent: The registered office of the corporation (LHRA) shall be the same as listed on the articles of incorporation and 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, and the registered agent shall have a business office identical with such registered office.
2.2 Other Offices: The Corporation may have other offices within or outside the State of Missouri at such place or places as the Board of Directors may from time to time determine.
3.1 Annual and Monthly Meeting Place: All meetings of the shareholder, officers of the corporation, and board members shall be held either by email, or a teleconference from time to time as setup by the Board of Directors.
3.2 Annual Meeting Time: The annual meeting of the shareholders for the election of officers and other elected positions shall be held each year in the month of December. The time and date will be set by the board or shareholder.
3.3 Annual Meeting – Order of Business: At the annual meeting, the order of business shall be as follows (Subject to change):
(a) Calling of the meeting to order.
(b) Proof of notice of meeting (or filing of waiver).
(c) Reading of minutes of last annual meeting.
(d) Report of officers.
(e) Reports of committees.
(f) General business
(g) Election of directors.
3.4 Monthly meeting: The Officers, board of directors, secretary/treasurer and Public relations officer shall hold a meeting to determine any corporation business needed. This meeting shall be as follows (Subject to change):
(a) Calling of the meeting to order
(b) Minutes of previous meeting
(c) Report of officers
(d) Report of the secretary/treasurer
(e) Any future events upcoming
(f) General business
(g) Financial report of the Corporation
3.5 Special Meetings: Special meetings of the board for any purpose may be called at any time by the President or the shareholder.
(a) Notice of the time and date of an annual meeting of board shall be given by email or phone, at least ten days, and not more than fifty days, prior to the meeting.
3.7 Voting Record: At least ten days before each meeting of shareholders, a complete record of the members entitled to vote at such meeting, or any adjournment thereof, shall be made, arranged in alphabetical order, which record shall be kept on file at the registered office of the corporation for a period of ten days prior to the meeting. The records shall be kept open at the time and place of such meeting for the inspection of any officer board member of the corporation. Permission by the board of directors for viewing must be granted for the general membership. This request must be made in writing and submitted to the board to view these records.
3.8 Proxies: An Officer of the corporation, the shareholder or the board members may vote either in person or by proxy executed in writing. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.
3.9 Action by Shareholder Without a Meeting: Any action required or which may be taken at a meeting of board of directors of the corporation, may be taken at a meeting if a consent in writing, setting forth the action so taken, shall be signed by the shareholder who is entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as the vote of the shareholder.
3.10 Waiver of Notice: A waiver of notice required to be given any shareholder, signed by the person or persons entitled to such notice, whether before or after the time stated therein for the meeting, shall be equivalent to the giving of such notice.
4.1 Certificates: Certificates of stock shall be issued to the shareholder of the corporation.
Registered Owner/ Shareholder
5.1 Registered Owner/Shareholder: The Registered shareholder shall be treated by the corporation as the holder in fact of the stock standing in their respective name and the corporation shall not be bound to recognize any equitable or other claim to or interest in any share on the part of any other person, whether or not it shall have express or other notice thereof, except as expressly provided below or by the laws of the State of incorporation. The Board of Directors may adopt by resolution a procedure whereby a shareholder of the corporation may certify in writing to the corporation that all or a portion of the shares registered in the name of such shareholder are held for the account of a specified person or persons. The resolution shall set forth:
(a) The classification of shareholder who may certify;
(b) The purpose or purposes for which the certification may be made;
(c) The form of certification and information to be contained therein;
(d) If the certification is with respect to a record date or closing of the stock transfer books, the date within which the certification must be received by the corporation; and
(e) Such other provisions with respect to the procedure as are deemed necessary or desirable.
Upon receipt by the corporation of a certification complying with the procedure, the persons specified in the certification shall be deemed, for the purpose or purposes set forth in the certification, to be the holders of record of the number of shares specified in place of the shareholder making the certification.
5.2 Mutilated, Lost, or Destroyed Certificates: In case of any mutilation, loss or destruction of any certificate of stock, another may be issued in its place on proof of such mutilation, loss or destruction. The Board of Directors may impose conditions on such issuance and may require the giving of a satisfactory bond or indemnity to the corporation in such sum as they might determine or establish such other procedures as they deem necessary.
Board of Directors
6.1 Numbers and Powers: The Board of Directors will consist of three persons who shall be elected for a term of one year, and shall hold office until their successors are elected and qualified. Directors need not be shareholders or residents of the State of incorporation. They will oversee the Financial Statements on a quarterly basis, vote on any expenditures over $1000.00, and vote on the removal of any member from the organization for just cause. They will hold quarterly meetings to access the status of the organization and conduct any necessary business. In addition to the powers and authorities granted by these Bylaws, and the Articles of Incorporation expressly conferred upon it, the Board of Directors may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the shareholder.
6.2. Requirements: Be at least 21 years of age. Be a member of the LHRA for at least 2 years. Be an active and current member of a unit in the LHRA. No Officer may serve in more than one LHRA position concurrently at any time. Directors may not hold a similar position in another reenacting organization.
6.3. Document Release: All Organizational Documents held by outgoing Officers are to be returned to the Board of Trustees, in case of death, removal from office by election or vote by the Board of Trustees or voluntary retirement. These are to be returned within 30 days of leaving office.
6.4. Release of all Organizational Assets: All Organizational Assets held by outgoing Officers are to be returned to the Board of Trustees, in case of death, removal from office by election or vote by the Board of Trustees or voluntary retirement. These are to be returned within 30 days of leaving office.
6.5 Change of Number: The number of directors may at any time be increased or decreased by amendment of these Bylaws, but no decrease shall have the effect of shortening the term of any incumbent director.
6.6 Vacancies: All vacancies in the Board of Directors, whether caused by resignation, death or, otherwise, may be filled by the affirmative vote of a majority of the general membership. A director elected to fill any vacancy shall hold office for the unexpired term of his predecessor and until his successor is elected and qualified. Any directorship to be filled by reason of an increase in the number of directors may be filled by the Board of Directors for a term of office continuing only until the next election of directors by the shareholder.
6.7 Removal of Directors: At a meeting of the Board of Directors called expressly for that purpose, the entire Board of Directors, or any member thereof, may be removed by a vote of the general membership. A majority is required for removal of any officer or board member. The Shareholder is not subject to this vote.
6.8 Quorum: A majority of the whole Board of Directors shall be necessary at all meetings to constitute a quorum for the transaction of business.
Officers of the Corporation (LHRA)
7.1 Designations: The officers of the corporation shall be a President, a Vice-President a Secretary, a Treasurer, and such Assistant Secretaries and Assistant Treasurers, as the Board may designate, who shall be elected for one year by the General membership at the annual meeting held in December of each year. They may not hold a similar position in another reenacting organization.
7.2 Organizational Structure and Terms
(a) President – 1 year term
(b) Vice-President – 1 year term
(c) BOT Trustee – 1 year term
(d) BOT Trustee – 1 year term
(e) BOT Trustee – 1 year term
(f) Secretary—1 year term
(g) Treasurer—1 year term
7.3. Appointed Positions (non-voting): These are appointed on a yearly basis by the President and the Shareholder.
(a) Safety, Authenticity and Vehicle Committee members.
(b) Website Administrator
(c) Registered Agent
(d) Public Relations Officer
7.4 The President: The president will oversee the operations and business of the Corporation. Be responsible to the membership to enforce and protect the Corporation By-Laws and business interests. Chair any meetings of the general membership and elected officers. Perform all duties indicative to the officer of the President and will make all appointments for Officers as required. He can also vote on the removal of any member from the organization for just cause.
7.5 Vice President: The Vice-President will oversee all Safety and Authenticity of the organization, and Chair the Safety & Authenticity Committee. Be responsible to the membership to enforce and protect the Corporation By-Laws. Vote on the removal of any member from the organization for just cause. The Vice-President can take the place of the President in all the assigned Presidential functions in the President’s absence or removal.
7.6 Requirements: Requirements for both the President and the Vice-President are; Be at least 21 years of age. Be a member of the LHRA for at least 2 years and be an active and current member in the LHRA.
7.7 Secretary and Assistant Secretaries: Keep minutes of any organizational meetings. Prepare On-line Election Ballots. Transfer copies of all organizational records to new Officers upon request of the Board of Trustees. Original records will be transferred to new Secretary upon assumption of office. Maintain records per State and Federal Laws. Maintain an up to date roster of all LHRA members including mailing addresses, e-mails, and phone numbers. Maintain membership information in a confidential manner, not releasing information other than LHRA Membership Numbers and Expiration Dates, and this will only be released only to the Member’s Unit Commander. No information about a member may be released without said members consent. Be responsible for processing all new/renewal membership applications and coordinating membership payments with the Treasurer. Perform any and all duties assigned by the President, Vice-President or Board of Trustees or the Shareholder.
7.8 The Treasurer: Will be a professional CPA business located in the State of Incorporation (MO), Have charge, custody and responsibility for all funds of the Corporation (LHRA). Receive and receipt all monies due or payable to the Corporation (LHRA). Deposits into the LHRA’s account of said monies may also be made by the Shareholder(s) if need be. Make payment of approved expenditures, upon presentation of proper receipts. All expenditures will require the approval of the President and the Shareholder(s) to be valid. Deposit all such received funds in the account of the Corporation (LHRA) and maintain all records associated with this duty. Be responsible for all financial transactions in coordination with the President, elected Board of Trustees and the Shareholder(s). The Treasurer shall have the custody of all Bank accounts, moneys and securities of the corporation and shall keep regular books on account. He/She shall disburse funds of the corporation in payment of the just demands against the corporation or as may be ordered by the Board of Directors and the Shareholder(s), taking proper vouchers for such disbursements, and shall render to the Board of Directors and the Shareholder(s) from time to time as may be required of him/her, an account of all his transactions as Treasurer and of the financial conditions to his office or that are properly required of him by the Board of Directors and the Shareholder(s). The Treasurer will also handle the LHRA’s membership roles, dues in for membership, and issuing of the LHRA memberships cards. By a decision of the Board of Trustees and the Shareholder(s), Membership duties can be removed and given to the Secretary by a majority vote if needed. This can be the only duties removed from the treasurer.
7.9 Requirements: Requirements for the Treasurer will be; The treasurer will be appointed by the Board of trustees/directors and the Shareholder(s) and shall serve in that appointment as long as required by the Board of Trustees and the Shareholder(s). If a change in CPA’s is required, a new CPA must be nominated by the Board and Shareholder(s). A change in the CPA can only be made by the Board and the shareholder(s) by majority vote. This appointment must be a Professional CPA business and will be located in the state the Corporation was formed (MO).
8.1 Elections will be held once a year, at years end in December, with an on-line election process. Members wishing to apply for any position up for election may submit a candidate election form three (3) months before the election date (to be announced). Members may then vote for the candidate of their choice.
8.2 The election for the Corporate (LHRA) officers will occur with an on-line voting process held once a year in December, the elected officer will take office on January 1st of the following year. The announcement for the location and time of election will be made at least 90 days prior to the election.
8.3 APPOINTMENTS: Appointments of positions as outlined in section 4.3 will be made by the Board of trustees and the shareholder at years in in December.
8.4 Nominations: Nominations for any elected position can be made on-line using the form for member candidate application. Nominations can be mailed or emailed to the LHRA secretary no later than 90 days prior to the election. If only one person is nominated for the position then the election will stand on this lone nomination and no ballots need be issued. No write in candidates will be allowed.
8.5 Ballots and Voting: Once the nominations have been closed, then a ballot will be generated by the Secretary and distributed by mail or email to all LHRA members.
8.6 Voting: Voting can be by mail or email. Voting will be held on-line on the LHRA website. Any mailed in votes will be entered by the Website administrator.
8.7 Campaign: Each candidate will have a chance to speak on behalf of themselves prior to voting. This will be done on-line with a section devoted to each candidate. A candidate can enter on-line to the website any information of photos needed for their campaign. The candidate must apply for the position 90 days before the voting process. The Secretary will oversee the tally by three other non-candidate LHRA members not related to any of the candidates, and report the results to the membership. Results will then be posted on the LHRA website. The Shareholder/Board of Trustees may remove a candidate if said candidate fails to meet the requirements set forth in the previous rules.
8.8 Under special circumstances, elections may be postponed. This postponement will need to be explained to the Shareholder for approval and any postment must not exceed 6 months time period.
9.1 Delegation: In the case of absence or inability to act of any officer of the corporation or the Shareholder, or of any person herein authorized to act in his place, the Board of Directors and the Shareholder may from time to time delegate the powers or duties of such officer to any other officer or any director or other person whom it may select.
9.2 Vacancies: Vacancies in any office arising from any cause may be filled by the Board of Directors or the Shareholder at any regular or special meeting of the Board.
9.3 Other Officers: Directors may appoint such other officers and agents as they shall deem necessary or expedient with who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors and the Shareholder.
9.4 Loans: No loans shall be made by the corporation to any officer, unless first approved by the Board members and the Shareholder.
9.5 Term – Removal: The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer or agent elected or appointed by the Board of Directors may be removed at any time, without cause, by the affirmative vote of a majority of the whole Board of Directors and the Shareholder, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
10.1 Reserves: There may be set aside out of the earned surplus of the corporation such sum or sums as the directors from time to time in their absolute discretion deem expedient dividends, or for maintaining any property of the corporation, or for any other purpose, and earned surplus of any year not set apart until otherwise disposed of by the Board of Directors.
10.2 Depositories: The moneys of the corporation (LHRA) shall be deposited in the name of the corporation in such bank or trust company or trust companies and shall be drawn out only by check or other order for payment of money signed by such persons designated to make such payments.
Except as may otherwise be required by law, any notice to any shareholder or director may be delivered personally, mail or Email. If mailed, the notice shall be deemed to have been delivered when deposited in the United States mail, addressed to the addressee at his last known address in the records of the corporation, with postage thereon prepaid.
12.1 Books and Records
The corporation shall keep correct and complete books and record of accounts and shall keep minutes of the proceedings of its shareholder and Board of Directors, and shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of the conditions and limitations imposed by the State of incorporation.
Special Corporate Acts
13.1 Execution of Written Instruments: Contracts, deeds, documents, and instruments shall be executed by the Shareholder or the President unless the Board of Directors shall, in a particular situation, designate another procedure for their execution.
13.2 Signing of Checks or Notes: Checks, notes, drafts, and demands for money shall be signed by the officer or officers from time to time designated by the Board of Directors and the Shareholder.
13.3 Indemnification of Directors and Officers: The corporation shall indemnify any and all directors or officers or former directors or former officers or any person who may have served at its request as a director or officer of the corporation or of any other corporation in which it is a creditor, against expenses actually or necessarily incurred by them in connection with the defense or settlement of any action, suit, or proceeding brought or threatened in which they, or any of them, are or might be made parties, or a party, by reason of being or having been directors or officers or a director or an officer of the corporation, or of such other corporation. This indemnification shall not apply, however, to matter as to which such director or officer or former director or officer or person shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of duty. Such indemnification shall not be deemed exclusive of other rights to which those indemnified may be entitled, under any law, bylaw, agreement, vote of shareholders, or otherwise.
14.1 The Corporation (LHRA) is not and will not be affiliated with any political group.
Dissolution of the Organization
15.1. Ninety (90) days prior to the effective date of dissolution, the membership must be notified of the Shareholder/Board of Trustees’ intent. Prior to dissolution all outstanding bills must be paid in full.
15.2 The Board of trustees, President, Shareholder and the Registered Agent must be present at a last meeting to vote for the dissolution. This meeting may be at a set location decided by the Officers or may be by Email or Telephone. This vote must be unanimous on the dissolution, and this dissolution must be signed by ALL Board members and the above listed Officers and notarized within Thirty (30) days. The remaining assets must be liquidated or transferred to another non-profit corporation prior to the final dissolution.
15.3 Profits gained or earned by the Corporation will be spent on, but not limited to; Insurance Costs, Advertisements, Standard Business Expenses such as office supplies and equipment, event expenses such as Portable Toilets, Site Rentals, Ammo and Vehicle Reimbursements. This list is not exhaustive, but is representative of the costs that may be incurred in the normal course of corporate operations.
16.1 By Membership: These Bylaws may be altered, amended or repealed by the affirmative vote of a majority of the general membership at any email or special voting process on-line or by mail.
16.2 By Directors: The Board of Directors and shareholder shall have the power to make, alter, amend and repeal the Bylaws of this corporation at any time as needed for the proper operation of the corporation without membership approval.
16.3 Emergency Bylaws: The Board of Directors or the Shareholder may adopt emergency Bylaws, Bylaws: subject to repeal or change by action of the shareholder, which shall be operative during any emergency in the conduct of business of the corporation resulting from an attack on the United States or any nuclear or atomic disaster.