BY-LAWS OF THE 28TH MASSACHUSETTS VOLUNTEER INFANTRY, COMPANY B

PREAMBLE

A. THE 28TH MASSACHUSETTS VOLUNTEER INFANTRY, COMPANY B

The 28th Massachusetts Volunteer Infantry, Company B, herein called The 28th Mass, is a volunteer organization for the purpose of presenting Civil War era (1861 through 1865) living military history programs. The 28th Mass and individual members representing The 28th Mass participate in, but are not limited to, battle reenactments; living history encampments; parades; memorial services; educational lectures and demonstrations; social events; and battlefield and historical preservation efforts.

B. GUIDING PRINCIPLES AND STANDARDS OF THE 28TH MASS

The primary goal of The 28th Mass is to field an accurately recreated Civil War era (1861 through 1865) United States infantry unit for the dual purposes of public education and recreation. 28th Mass members and participants in its activities shall agree to and be guided by the following standards:

1. The 28th Mass's welfare and that of its members is paramount; 28th Mass unity and personal achievement depend upon individual member's cooperation and loyalty.
2. All members and their families are welcome to participate and contribute their time and talents provided they are of age and have an identifiable impression appropriate for that event or activity.
3. 28th Mass members shall comport themselves in a safe, responsible, and lawful manner at all times while participating in 28th Mass-sanctioned events, or while representing The 28th Mass at other events or activities.
4. 28th Mass members shall be bound and abide by all 28th Mass decisions that have been arrived at through By-Laws or The 28th Mass Rules and Regulations as defined in Article V.
5. 28th Mass members shall follow the safe and lawful orders of their military officers while participating in 28th Mass-sanctioned events and activities.
6. The 28th Mass's elected and appointed representatives shall be guided by the conscience of the membership and their own conscience.
7. The 28th Mass shall be self-governed and function independently of all other re-enactment groups except in matters affecting other groups or the re-enactment community as a whole.
8. The 28th Mass shall not finance, or lend The 28th Mass name, to any commercial activity, unless the activity is approved by the Board of Directors. In any case, The 28th Mass shall preserve its integrity and independence and avoid any semblance of conflict of interest.
9. The 28th Mass shall decline outside contributions of money, goods, or services if acceptance would conflict with the stated goals and principles of The 28th Mass.
10. The 28th Mass strongly encourages accurate portrayal of all aspects of Civil War era (1861 through 1865) life, non-military as well as military. However, The 28th Mass's primary goal is to portray activities connected with military organization of the period. Therefore, whenever a conflict of interest arises between military and non-military activities, the military activities shall take precedence.
11. The 28th Mass's Board of Directors and Executive Staff shall constitute the duly accredited administrative body of The 28th Mass. The Board of Directors interprets the principles and standards and all Rules and Regulations of The 28th Mass, as set forth in these By-Laws. The Board of Directors shall resolve all disputes or problems that may arise from time to time concerning these By-Laws and Rules and Regulations.
12. The 28th Mass relies upon attraction and not promotion; members shall maintain 28th Mass and personal integrity in all dealings.
13. The 28th Mass requires all members to undergo appropriate training as prescribed in 28th Mass Rules and Regulations.

C. REQUIREMENTS FOR MEMBERSHIP

Requirements for membership are to be of age; to have a desire to be an active participant in a calendar of living history activities; and to agree to abide by the principles and standards of The 28th Mass.

D. MEMBERSHIP DUES AND FEES

There are dues and fees for membership; The 28th Mass shall be self-supporting through members' contributions and 28th Mass-sanctioned fee-for-service activities.

E. AFFILIATIONS WITH OTHER ORGANIZATIONS

The 28th Mass is not obligated to any public or private political or social organizations or entities, and does not oppose or endorse any modern political or social cause. The 28th Mass will from time to time, with the approval of the Board of Directors, participate in activities in conjunction with, or sponsored by, public or private organizations, when consistent with the goals of The 28th Mass.

F. ANNUAL MEETING

The Annual Meeting to conduct the official business of The 28th Mass will be held in the final quarter before the start of the next calendar year.

ARTICLE I
28TH MASS ORGANIZATION

A. GENERAL ORGANIZATION

The 28th Mass shall, for the purpose of administration, be organized into four bodies. The four bodies shall be the Board of Directors, the Executive Staff, the Company, and the Civilians.

1. Board of Directors: The Board of Directors shall be responsible for day-to-day administrative duties required to operate The 28th Mass., with assistance from the Executive Staff. The Board of Directors shall consist of voting members elected in accordance with the By-Laws.
2. Executive Staff: The Executive Staff consists of the Secretary, Treasurer, Civilian Coordinator, External Events Coordinator and Director of Information.  Also serving, as needed, is a representative from the Hospital detachment and Field Music. Secretary, Treasurer, Civilian Coordinator, External Events Coordinator and Director of Information are elected positions.  If there are no candidates for election, the Board will appoint a person.  The Executive Staff are non-voting members supporting the Board of Directors at the quarterly meetings.  The Medical & Field Music will select a representative to be on the Executive Staff.
3. The Company: The Company includes all enlisted, non-commissioned officers and officers who participate in the Company’s military impression. The Company elects its own leadership who forms the Senior Military Cadre, as outlined in these bylaws. The Junior Military Cadre includes all sergeants and corporals appointed by the Senior Military Cadre each year. All members of the Military Cadre hold, and are distinguished by, military rank and are elected or appointed in accordance with the provisions of these By-Laws.
4. The Civilians: The Civilians are members of The 28th Mass who participate in historically accurate non-combat arms civilian impressions. The Civilians elect the Civilian Coordinator and one Civilian Trustee as outlined in these bylaws.

B. ADMINISTRATIVE ORGANIZATION: THE BOARD OF DIRECTORS

1. The Board will consist of a Chair and four Trustees elected from the general membership.  The Commanding Officer cannot be elected as Chairman; otherwise, any member in good standing can be elected to a position on the Board. The Board will meet quarterly.  The meetings will be open to the general membership.

2. Terms of Office: The Chair serves for a two-year term; the Trustees serve for a two-year term, with elections staggered for two trustees each year.  Members may hold only one position on the Board of Directors.

3. Conduct of day-to-day Business of the 28th Mass: The 28th Mass Board of Directors is responsible for handling day-to-day operations and affairs. Members may address grievances to the Board and Military Cadre in person at a Board meeting or by filing a written petition with the Chairman or Secretary for arbitration.

4. Forfeiture of Position on the Board of Directors: Any member of the Board of Directors who misses three consecutive meetings or three consecutive 28th Mass-sanctioned events without a valid reason, as determined by the Board of Directors, forfeits the position for the remainder of the position's term of office. The Board of Directors may temporarily fill any vacancy until the next scheduled annual meeting of the 28th Mass.

5. The Chairman: The Chairman presides over all general meetings, setting the time, place, and agenda at least 30 days in advance. The Chairman shall arbitrate, on a non-binding basis, any disputes related to the Military matters with the purview of safe and lawful orders of their military officers while participating in 28th Mass-supported events and activities. The Chairman may call on Board of Directors members for assistance on non-binding issues; if a binding arbitration is required, the issue will be placed before the membership for a secret ballot vote. The Chairman shall oversee the general administrative activities of The 28th Mass and conscientiously enforce all rules and regulations. The Chairman shall have the authority to establish or interpret 28th Mass policy within the general principles and practices set forth in the Preamble and are allowed to disperse $100.00 or less without the consent of the Treasurer, for items or service benefiting The 28th Mass.
 
 
 

6. The Four Trustees: The Four Trustees shall be elected for a one-year term. Trustees attend Board of Directors meetings, assist in discussion and decisions regarding the organization and operation of The 28th Mass; vote; provide oversight and coordinate with any committee(s) created by the Board, in direct support of the Board of Directors.

7. Duties and Rules Governing the Board of Directors

a. The Board of Directors conducts the business of The 28th Mass. Meetings are held four times a year, normally in March, June, September and December. Ad hoc meetings are called by the Chairman as needed. Meetings are closed to, and away from, the public view. All meetings of Board of Directors are open to members of The 28th Mass. At a meeting, members of The 28th Mass may speak about any pending business or concerns with reasonable limits designed to ensure the orderly conduct of business.
b. Board of Directors meetings will follow Robert's Rules of Order and consist of a formal opening and closing, a review of the minutes of the previous meeting, reports from officers and Trustees including auxiliary committee reports. The Secretary keeps minutes of the proceedings and records any decisions made by the Board.
c. A Board of Directors decision requires at least three 'ayes'. Thus, while four members constitute a quorum, complete unanimity would be required in that quorum for a decision to be made. Results of the voting, by name, will be made available to the membership through the meeting minutes.
d. The Board of Directors may create additional committees directly responsible to the Board of Directors.

C. EXECUTIVE STAFF

1. The Executive Staff consists of the Secretary, Treasurer, Civilian Coordinator, External Events Coordinator and Director of Information.  Also serving, as needed, is a representative from the Hospital detachment and Field Music. Secretary, Treasurer, Civilian Coordinator, External Events Coordinator and Director of Information are elected positions.  If there are no candidates for election, the Board will appoint a person.  The Executive Staff are non-voting.

2. The Secretary: The Secretary is The 28th Mass correspondent, and coordinates all Administrative activities and retains all 28th Mass records, excepting budget documents. The Secretary keeps minutes of all meetings of The 28th Mass and Board of Directors. Minutes will be available to the membership upon reasonable request within 30 days after a meeting. The Secretary keeps and updates the roster of The 28th Mass members; collects mail; makes announcements; keeps schedules; coordinates input and the mailing of dispatches and 28th Mass publications; announces meetings, both Board of Directors and ad hoc, and counts all votes. The only exception in counting votes will be if and when the Secretary is running for an elected office. At that time, a Trustee will assist the Secretary with counting votes at an election. The Secretary serves as alternate Chairman.

3. The Treasurer: The Treasurer maintains bank account and 28th Mass finance records, and disburses The 28th Mass's funds. The Treasurer must disburse all 28th Mass funds in any amount that exceeds $100 and is responsible for cash reimbursements for authorized expenditures. An authorized expenditure is any expenditure required for the direct benefit of The 28th Mass and approved by the Board of Directors. The Treasurer will report to the Board of Directors and membership periodically, but not less than annually. The Board of Directors may establish a schedule for the Treasurer's Reports and may request special reports.

4. The External Events Coordinator: The External Events Coordinator is responsible for organizing and administering The 28th Mass activities. The External Events Coordinator coordinates between The 28th Mass Commander and the host on administrative and logistic matters and keeps the Board of Directors apprised of developments on a regular basis. The External Events Coordinator will make no binding agreements that affect the operation of The 28th Mass in the field without the consent of the Commanding Officer. The External Events Coordinator assists the Commanding Officer in maintaining the schedule and receives reports from appointed event coordinators and provides guidance or resolutions as appropriate. The appointed event coordinator is a member who has been appointed to coordinate The 28th Mass's participation in a specific event. The External Events Coordinator is the primary media contact.

5. The Civilian Coordinator: The Civilian Coordinator oversees all period civilian activities within The 28th Mass, conducts training as needed, coordinates civilian activities with other Board of Directors members to avoid conflict with the military impression. Civilian members of The 28th Mass elect the Civilian Coordinator to a two-year term.

6. The Director of Information: The Director of Information is a new position and is defined as being in charge of the company web site and recruiting information and coordination.

7. The Hospital detachment shall select a person to serve as Hospital Coordinator who will have the duty of scheduling Hospital events with the External Events Coordinator, and in general overseeing the impression and equipment of the Hospital detachment of the 28th Mass.  Military rank in the Hospital detachment will be assigned with the approval of the Chair and shall be considered a Staff rank with no command authority.

D. MILITARY ORGANIZATION: THE COMPANY AND THE MILITARY CADRE

The Military Cadre will be composed of elected and appointed members of the Company who hold rank in the Company chain of command. The Military Cadre shall be responsible for duties associated with 28th Mass-sanctioned participation in events. These duties will revolve around on-the-field military affairs including the command and control of The 28th Mass during simulated military operations.

1. Composition: The Military Cadre is comprised of the following:

a. The Senior Military Cadre: The Senior Military Cadre is elected by The Company at the annual meeting. It includes the Captain, the First Lieutenant, the Second Lieutenant, and the First Sergeant.
b. The Junior Military Cadre: The elected members of the Senior Military Cadre are responsible for determining the number of appointed military leadership positions. The Senior Military Cadre selects the members of the Junior Military Cadre. Appointments as junior sergeants and corporals have no specified term of office and serve at the pleasure of the Senior Military Cadre.

2. Eligibility for Election: To be elected to a position in the Senior Military Cadre, the candidate must have been a member in good standing for at least one year.

3. The Captain (Commanding Officer): The Captain (Commanding Officer) is The 28th Mass Commander and is vested with the discretion to direct and coordinate all Military activities, including soldiers under arms, color guard, buglers, Medical personnel and field music. He will work with the coordinators to avoid schedule conflicts. Members of the Company elect the Captain to a two-year term.

4. Added to the formal Military organization is the Musician cadre.  It will be led by the Principle Musician, who will be responsible for organizing the cadre, arranging for practice time, seeing that period-correct music is available and that the musicians wear correct clothing (e.g. either the sack coat or musicians’ frock coat for various events).  The Principle Musician must be at least 18 years of age, and may not necessarily be adept at playing a musical instrument, although this is definitely preferred.  Rank will be assigned with the approval of the Chair.

All Military Cadre members will equip and clothe themselves appropriately, study and conform to the instructions contained in the period manuals and army regulations.  This includes all Hospital staff and Musicians.

ARTICLE II
VOTING AND ELECTIONS

A. VOTING PROCEDURES

28th Mass Business which shall be voted on by the membership in attendance and votes cast by proxy as specified below are: filling vacancies, election or removal of 28th Mass officials; scheduling of events and activities; revisions to the By-Laws (revisions to the By-Laws shall be considered in accordance with Article VI, paragraph B.); and binding arbitrations as defined in Article III. D. In all such cases, except revisions to the By-Laws, election of officials and binding arbitration, the outcome of the voting shall be determined by simple majority of those present and by a show of hands. Revisions of By-Laws, election of 28th Mass officials and binding arbitrations shall be by written secret ballot. In all instances, however, the total vote will be recorded. Any member may vote by proxy as follows. Such member shall designate in writing that another member, who shall be identified by name, may vote on behalf of the first member. The proxy shall be signed and may be limited to particular questions or may extend to all questions that come before the membership. The proxy-holder shall show the Secretary the proxy before voting begins. The Secretary will record the names of all members voting by proxy. Their votes on particular questions may not, however, be recorded.

B. ELECTION PROCEDURES AND SCHEDULE

1. Elections for Board of Directors and Executive Staff: Elections for the Board of Directors and Executive Staff are conducted at the annual meeting and take office at the conclusion of the meeting. The Chairman shall solicit nominations from all eligible members in good standing, 30 days prior to the annual meeting. At the annual meeting the Board of Directors shall present a list of candidates for the positions of officers and trustees, having first determined their eligibility and willingness to serve. All candidates must have been active members of The 28th Mass for one year. The Chairman shall then call for additional nominations from the membership in attendance and then call for any discussion of the list as presented. Following this discussion, secret ballots will be cast. Ballots shall be collected, counted, and the results announced immediately upon completion of the balloting. A candidate must receive a plurality of votes to be elected to office. In the case of ties, a run-off election, using secret ballots, between the tied candidates only, shall be immediately conducted. This process shall be repeated as necessary until the tie has been broken and the position filled. If a post becomes vacant between elections, the Board of Directors shall select a willing and eligible member of The 28th Mass to fill the post for the remainder of the term. Voting will be conducted for the following positions at the annual meeting each year:

Board of Directors and Executive Staff
Chairman
Trustees
Secretary
Treasurer
External Events Officer
Civilian Coordinator
Director of Information

2. Elections for the Senior Military Cadre: Elections for the Senior Military Cadre are held immediately following elections for the Board of Directors. Only members of the Company are eligible to cast ballots. The election procedure is identical to that specified for the Board of Directors. Voting for the Senior Military Cadre will be conducted based upon the following schedule:

Senior Military Cadre
Captain* (Even Years)
First Lieutenant* (Even Years)
Second Lieutenant* (Even Years)
First Sergeant (Even Years)

*Note: The fielding of officers at any event is based upon the total number of the Junior Military Cadre and all Privates available to support an event.  With fewer NCOs and Privates available, fewer officers would be needed to command.  Officers should therefore be prepared to fill the ranks by providing for themselves a private’s outfit, as per the unit’s standard operating procedure.

3. Elections for the Civilian Coordinator: Elections for the Civilian Coordinator are held immediately following the elections for the at large Board of Directors seats. Voting will be conducted based upon the following schedule:

Civilians
Civilian Coordinator (Odd Years)

C. ELECTIONS AND APPOINTMENTS OF MILITARY CADRE

The Captain, First Lieutenant, Second Lieutenant and First Sergeant, as applicable, will be elected by the Company to serve for a period of two years. The elections are held at the annual meeting and those individuals elected take office at the conclusion of the meeting. The nominations for the Junior Military Cadre shall be directed to the Captain. The basic criteria for appointment will be: a member in good standing for one year; commitment; participation; knowledge; and leadership potential. The Senior Military Cadre appoints the Junior Military Cadre.
 

ARTICLE III
MEMBERSHIP

A. GENERAL REQUIREMENTS

Payment of dues and fees, which are non-refundable, are required for membership. Membership is renewed annually by means of completing a written registration form and paying dues. Dues will be established by the Board of Directors based on the estimate of postal charges and operating expenses for the next year. The Board shall announce dues for the upcoming year at least 30 days prior to the general business meeting. Fees are separate charges for specific event that must be paid by a member to participate in said event.

1. CLASSES OF MEMBERSHIP

There are six classes of membership within The 28th Mass.

a. Family Member: One vote (to primary or designated registrant). Additional votes may be gained by paying dues appropriate to the class of membership for additional family members.
b. Regular Member: One vote; Adult individual over age 18.
c. Student Member: One vote; full time student; 16-18 years of age; has same privileges and duties as Regular Member.
d. Junior Member: One vote; 15 years old or younger, not authorized to carry a firearm, but otherwise meets the criteria for a member in good standing and is accepted by the Board of Selection. This category is intended for the Musicians.
e. Associate Member: As Regular; lower fee, no vote, no office, no rank above private.
f. Honorary Member: No vote, no fee, receives selected publications. Honorary members shall be named by the Board of Directors, but shall have no office or rank within The 28th Mass.

B. REMOVAL, RESIGNATION, AND REINSTATEMENT

1. Removal: Rules of conduct of this organization shall be common sense and decency. Persons whose behavior or attitude (examples, but not limited to: substance abuse, theft of 28th Mass or 28th Mass member's property) bring dishonor to The 28th Mass or is reprehensible to the membership may be expelled from The 28th Mass, with refund or further recourse, by this procedure.

a. On recommendation from the Board of Directors, the Chairman shall schedule a special meeting of the Board of Directors and Executive Staff to consider the expulsion of the member in question. No special meeting of the Board of Directors shall be scheduled if a regular meeting of the Board is scheduled within 45 days. In either event, the Secretary shall provide at least 30, but no more than 45 days, written notice before the meeting of the Board. This written notice shall be sent to all members of the Board of Directors and Executive Staff either by hand delivery or by United States mail and via United States mail to the last known address of the member subject to expulsion. The written notice shall include a brief listing of the reason(s) for which expulsion is sought, along with a statement that the member subject to expulsion may appear at the meeting, make statements and call witnesses to speak voluntarily.
b. At said meeting, the Board of Directors may call witnesses, following which the member in question may speak on his behalf and call other witnesses to support his defense.
c. Voting shall be by show of hands, with a simple majority required for expulsion. The vote will be recorded.
d. An expelled member may appeal to the Board of Directors, in writing within 30 days. If three members of the Board of Directors agree a second hearing shall be convened. Results of a second hearing are final & binding.

2. Resignation

Forced removal, as described in Article II, Paragraph C, sub-paragraph a, is not considered a resignation. If a member of The 28th Mass resigns from a Board of Directors, Executive Staff or a Military Cadre position, a written notification is requested. A person who resigns a position, but does not leave The 28th Mass will be treated as a new member as far as responsibilities are concerned. For military impressions, this means a reduction in rank to Private. One year after resigning, the person who resigns may run for any open position on the Board of Directors, Executive Staff or the Military Cadre. A person who resigns and leaves The 28th Mass is encouraged to return when circumstances permit. However, when the person returns, he/she will be treated as a new member and shall not be eligible for election to any position within the Board of Directors or Military Cadre for one year after rejoining The 28th Mass.

C. BINDING ARBITRATION

In the event that a dispute involving the activities of The 28th Mass and its members cannot be resolved through informal discussion and negotiation, the parties may refer the matter to the Chairman for non-binding arbitration as provided in Article I. B. 7. If the parties are not satisfied with the decision of the Chairman, the parties can obtain binding arbitration of the dispute by the membership as defined in Article I by submitting a written petition to the Chairman. The Chairn1an shall submit the issue subject to arbitration to the membership at the next scheduled meeting. At such meeting each party shall be given the opportunity to present his/her position. The membership shall decide the issue as provided in Article I, which decision is final and binding on the parties. By filing a petition for binding arbitration, the parties waive their right to seek remedies in court.

ARTICLE IV
28TH MASS FINANCES

The Board of Directors establishes the dues and fees required for The 28th Mass to operate for one year. Dues are reviewed and adjusted on an annual basis. Dues vary with membership category .The schedule of dues will be established each year by the Board of Directors, and announced 30 days prior to the annual business meeting. The computation of the annual dues is based upon mailing fees and operating expenses of The 28th Mass for a period of one year.

ARTICLE V
RULES AND REGULATIONS

Instructional documents, to be known generally as Rules and Regulations, will be developed from time to time to provide members of The 28th Mass with specific rules or instructions. Rules and Regulations are separate documents from The 28th Mass by-laws and are created by the various committees, Military Cadre, and Board of Directors members as necessary. Examples of Rules and Regulations might be the training program created for the soldiers under arms; Color Guard; Musicians; period Civilians; Bugler; the editorial guidelines for The 28th Mass publications; and Treasurer procedures.

ARTICLE VI
REVISIONS TO THE BY-LAWS

Any member in The 28th Mass may propose amendments to the By-Laws at any time. Amendments to the By-Laws become effective immediately upon a vote of "yes" of two-thirds of all members who choose to vote. A proposed amendment must be received in writing by the Chairman of the Board of Directors at least one month prior to a regularly scheduled general business meeting of The 28th Mass. This allows for timely distribution of the proposal to all members of the unit.

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