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Missouri Civil War Reenactors Association, Inc.
Adopted August 5, 1984
Revised July 27, 1991
Revised July 27, 1991
Revised November 10, 2001
ARTICLE I, NAME:
The name of this corporation is and shall be "The Missouri Civil War
ARTICLE II, OBJECT & PURPOSE:
The object for which the corporation is organized is...
(1) to promote historical, educational and literary activities by its members;
(2) to emphasize and implement the study of persons and events associated
with the history of the United
States, and particularly that period
referred to as "The Civil War".
(3) to create and sponsor living history representation and the United States;
(4) to bring together for mutual benefit students of history of the United
(5) and to carry on the work heretofore carried on under the name
"Missouri Civil War Reenactors' Association".
No part of the earnings of this corporation shall inure to the benefit of any
private member or individual within the meaning of Section 501 (c) of the
Internal Revenue Code as now in effect or afterwards amended. Upon
dissolution of this corporation, its remaining assets, if any, shall be
distributed to one or more charitable or educational purposes within the
meaning of Sec. 501 (c)(3) of the Internal Revenue Code as now in effect or
afterwards mended, as the directors of this corporation shall determine. This
corporation shall not be operated for the primary purpose of carrying on an
unrelated trade or business as defined in Sec. 513 of the Internal Revenue
Code as now in force or afterwards amended.
ARTICLE III, AMENDMENTS.
The Articles of incorporation of the corporation may be amended from time to
time by a two-thirds (2/3) vote of the full membership. No such change shall
become effective until duly certified by the Missouri secretary of State. The By-Laws
of the corporation may be altered, or amended by the Executive Committee. No
such alteration, modification, or amendment shall become effective until a
copy of the text thereof is provided to the full membership of the
corporation, and upon passage by a two-thirds (2/3) affirmative vote of the
members present and voting at the next scheduled meeting.
ARTICLE IV, REGISTERED AGENT AND OFFICES: The registered
agent and office of the corporation shall be as set forth in the Articles of
Incorporation, except as the same may be changed at any time by the Board of
Directors. The corporation may have such other offices permitted by law as
the Board of Directors may from time to time appoint and the business of the
corporation may require. The principal office of the corporation shall be
identical with the registered office of the corporation.
ARTICLE V, MEMBERSHIP:
Section 1 Membership: Membership of the Missouri Civil War
Re-enactors' Association, Inc., shall be conferred upon a person solely upon
recommendation by one member of the Executive Committee based on a showing of
the proposed member's true interest in Civil War history. Membership shall be
withdrawn solely on failure of a member to pay required annual dues or upon
two-thirds (2/3) vote of all members present and voting at a meeting of the
Section 2. Annual Meeting. The annual meeting of the members
shall be held at a place and time designated by the board each year.
Section 3. Special Meeting. Special meetings of the members
may be called at any time by the President, Secretary or Board of Directors.
Section 4. Consent of Members in Lieu of Meeting. Any action
required to be taken or which may be taken at a meeting of the members may be
taken without a meeting if consents in writing, setting forth the action so
taken, shall be signed by all the members entitled to vote with respect to
the action so taken. The Secretary shall file such consents with the minutes
of the meetings of the members.
Section 5. Notice. Written or printed notice of each meeting
of the members, whether annual or special, stating the place, day and hour of
the meeting, and, in case of a special meeting, the purpose or purposes
thereof, shall be delivered and given to each member entitled to vote at said
meeting, either personally or by mail, not less than ten (10) days or more
than fifty (50) days prior to the meeting, unless, as to a particular matter,
other or further notice is required by law, in which case such other or
further notice shall be given. Any notice sent by mail shall be deemed to be
delivered when deposited in the United States mail with postage
thereon prepaid addressed to the member at his address as it appears on the
records of the corporation. Notice of the annual and special meetings of the
members of this corporation shall be signed by the President and the
Secretary under the authority of the persons authorized by these By-Laws to
call such meeting.
Section 6. Place of meetings. All meetings of the members
shall be held at such place within or without the State of Missouri as may be
selected by the Board of Directors at a meeting held not less than thirty
(30) days prior to such members' meeting, but in the event the Board of
Directors shall fail to designate a place for said meeting to be held, then
the same shall be held at the principal place of business of the corporation.
Section 7. Waiver of Notice. Any notice required by these
By-Laws may be waived by the persons entitled thereto signing a waiver of
notice before or after the time of said meeting and such waiver shall be
deemed equivalent to the giving of said notice. Attendance of a member at any
meeting shall constitute a waiver of notice of such meeting, except where a
member attends a meeting for the express purpose of objecting to the
transaction of any business because it is not lawfully called or convened.
Section 8. Quorum. A majority of the persons entitled to
vote at any meeting, represented in person or by proxy, shall constitute a
quorum at a meeting of the members, but less than such quorum shall have the
right successively to adjourn the meeting to a specified date not longer than
ninety (90) days after such adjournment and no notice need be given of such
adjournment to members not present at the meetings. Every decision of a
majority of such quorum shall be valid as a corporate act unless a larger vote
is required by these By-Laws or by the laws of the United
States or the State of Missouri.
Section 9. Control of Meeting. Every meeting of the members,
for whatever object, shall be convened by the President, or by the officer or
any of the persons who called the meeting by notice as above provided, but
said meeting shall be presided over by the President and Secretary unless the
members at any meeting, by a majority vote of the shares there represented,
selects some other person to act as Chairman and Secretary of such meeting,
any other provision in these By-Laws to the contrary notwithstanding.
Section 10. Business Transacted. At each annual meeting of
the members, the members shall elect a board of directors to hold office
until the next succeeding annual meeting or until their successors shall have
been elected and qualified and they may transact such other business as may
desired, whether or not the same was specified in the notice of the meeting,
unless the consideration of such other business without its having been
specified in the notice of the meeting as one of the purposes thereof, is
prohibited by law.
Business transacted at all special meetings shall be confined to the purposes
stated in the notice of such meeting, unless the transaction of other
business is consented to by the members of the corporation entitled to vote
at such meeting.
Section 11. Voters. Any member shall be eligible to vote at
elections or upon any question involving the finances or policies of this
A member may vote either in person or by proxy executed in writing by the
member to be exercised solely by another member. No proxy shall be valid
after eleven months from the date of execution unless otherwise provided in
Section 12. Unit Membership. Units formed by members may
affiliate with the corporation, a "unit" is defined as a group of
reenactors who band together to portray a specific Infantry, Cavalry,
Artillery, Guerrilla, Medical or other identified organization. Units
affiliated with the MCWRA must meet such criteria as may be established by
the Executive Committee in order to maintain voting representation on the
ARTICLE VI, BOARD OF DIRECTORS:
Section 1. Elections and Vacancies. The members of the Board
of Directors shall consist of the President, Past-President, &
President-Elect, plus nine members-at-large. Three members at large will be
elected each year by secret written ballot of the entire membership, to serve
three year terms.
The President-Elect shall be chosen by secret written ballot of the
membership each year; he shall succeed to the Presidency, then the past
Presidency in succeeding years, so that his total term on the Board shall be
three years. Board members shall take office at the annual meeting of the membership.
Effective 5/22/2010: In order to be eligible to run for the position of President-elect,
they must be currently serving or have served previously on the Board of
Vacancies may be filled by the Executive Committee. Any member of the
corporation, including officers or members of the Executive Committee shall
be eligible to serve as a Director of the corporation. The Board of Directors
shall exercise only those powers required by the laws of the State of Missouri or the United States.
Section 2. Place of Meeting. The annual meeting of the Board
of Directors shall be held at the same place as the annual meeting of the
members, except that in the event of an adjournment of said meeting, said
meeting may be held at any place within or without the State of Missouri, as may be
designated by the directors adjourning said meeting. All regular and special
meetings of the Board of Directors shall be held at the principal offices of
the corporation, or at such other place within or without the State of Missouri as may be
designated by the Board of Directors.
Section 3. Time of Meeting. The annual meeting of the Board
of Directors shall be held immediately following adjournment of the annual
meeting of the members, except that if a quorum cannot then be assembled,
said meeting shall be adjourned until a quorum is present, but it no event
later than thirty (30) days after the annual meeting of the members Regular
meetings of the Board of Directors shall be held without notice as frequently
and at such time and place as may from time to time be determined by the
Board of Directors. Special meetings of the Board or Directors may be held at
any time, upon call of the President or other officers of the corporation
Section 4. Notice of Meetings. Regular meetings of the Board
of Directors may be held without notice. Special meetings of the Board of
Directors may be held upon three (3) days' written notice addressed to each
director, United States
mail postage prepaid. Neither the business to be transacted nor the purpose
of any regular meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.
Section 5. Waiver. Attendance of a director at any meeting
shall constitute a waiver of notice except where a director attends a meeting
for the express purpose of objecting to the transaction of any business
because the meeting was not lawfully called or convened.
Section 6. Action by Directors Without Meeting. If all the
directors, severally or collectively, consent in writing to any action to be
taken by the directors, such consents shall have the same force and effect as
a unanimous vote of the directors at a meeting duly held. The Secretary shall
file such consents with the minutes of the meetings of the Board of
Section 7. Removal. At a meeting called expressly for that
purpose, directors may be removed. The entire Board of Directors may be
removed, with or without cause, by the vote of the majority of voters then
entitled to vote at any election of directors. If less than the entire Board
is to be removed, no one of the directors may be removed if the votes cast
against his removal would be sufficient to elect him if then cumulatively
voted at an election of the entire Board of Directors.
ARTICLE VII, EXECUTIVE COMMITTEE & OFFICERS:
Section 1. Executive Committee. The management of the
affairs and business of the corporation shall be vested in the Executive
Committee, consisting of all members of the Board of Directors, plus a
representative from each unit as defined in these By-Laws.
The Executive Committee shall have the power to set the dues of the
membership, to delegate its powers to subcommittees as appropriate, and to do
other acts not prohibited by law, except as specifically limited by the
The Executive Committee shall meet at least annually, at such reasonable
times and places as the President shall designate.
A majority of the elected directors plus 25% of the unit representatives
shall constitute a quorum for the transaction of business. The full
membership of the corporation shall meet at least annually for a business
meeting, and shall, when practicable, meet from time to time for social and
Section 2. Officers. The officers of the corporation shall
consist of a President, Vice-President, President-elect, a Secretary and a
Treasurer. The President and Vice-President (President-Elect) shall be
elected as stated in Article VI, Section 1. The Secretary and Treasurer shall
be selected by the Executive Committee from either among the Members-at-large
of the Board or from the membership at large, and shall serve at the pleasure
of the Executive Committee. If the Secretary, or the Treasurer, shall be from
the membership at large, they shall have no voting privileges other than
those of any other member at large. The Vice-President shall automatically
accede to the office of President if said office becomes vacant. He shall
serve the remainder of the term he acceded to plus his normal term as
President. In such cases, the office of Past President shall not be filled;
the office of Vice-President shall be filled at the next regularly scheduled
election of Directors.
Section 3. The President. The President shall be the chief
executive officer of the corporation, shall preside at all meetings, shall
have active and general charge of the affairs of the corporation, subject to
the mandate of the Executive Committee, and shall execute all instruments, on
behalf of the corporation. The President shall preside at all meetings of the
members and directors and shall have general supervision of the business and
finances of the company and shall see that all orders and resolutions of the
Board of Directors are carried into effect; subject, however, to the rights
of the directors to delegate any specific powers to any other officer or
officers of the corporation except such as may be by statute exclusively
conferred upon the President. The President shall execute all bonds and other
Section 4. The Secretary. The Secretary may attend all
meetings of the members and the Board of Directors and act as clerk thereof,
and shall record all votes and the minutes of all proceedings in a minute
book to be kept for that purpose. The Secretary shall keep the minutes of all
meetings of the Executive Committee and of the full membership, shall be the
custodian of all the non-financial records of the corporation and shall
transmit such records to his successor. He shall perform such other duties as
may be prescribed from time to time by the board or the President, under
whose supervision he shall be. The Board of Directors, at any meeting, may
designate any of their number to act as temporary Secretary in the absence of
Section 5. The Treasurer. The Treasurer shall have custody
of the corporation's financial records, shall keep full and accurate books of
account, shall accept receipts of funds and make disbursements, and shall
furnish periodic financial reports as requested by the Executive Committee.
Section 6. Subordinate Officers. The Board of Directors may
elect such subordinate officers as it may deem desirable. Each officer shall
hold office for such period, and shall have such authority and perform such
duties as the Board of Directors may prescribe. The Board of Directors may,
from time to time, authorize any officer to appoint subordinate officers and
to prescribe the powers and duties thereof.
Section 7. Delegation of Duties by Board. If any officer of
the corporation be absent or unable to act, or for any other reason that the
Board may deem sufficient, the board may delegate, for the time being some or
all of the functions, duties, powers and responsibilities of any officer to
any other officer, and to any other agent or employee of the corporation or
other responsible person, provided a majority of the whole board of directors
Section 8. Miscellaneous Duties. All officers and committee
personnel shall have such further duties and responsibilities as may be
assigned or delegated to them by the Executive Committee or by the President.
ARTICLE VIII , AMENDMENTS:
The By-Laws of the corporation may from time to time be suspended, repealed,
amended or altered, or new By-Laws adopted, in the manner provided by law.