BY-LAWS
OF
MIFFLIN BATTALLION INCORPORATED
A CORPORATION NOT FOR PROFIT
ARTICLE I
PURPOSE
The corporation
is organized for the following purpose:
1.
Volunteer
restoration at Fort Mifflin, Philadelphia.
2.
Presentation
of programs and education for the public.
ARTILCE II
OFFICE
The principal
office shall be located at,
In the county of
Camden and state of New Jersey.
ARTICLE III
PARTICIPANTS
1.
The
first participants of the Corporation shall consist of the volunteers of the
original Board of Directors of the Corporation, unless they have resigned or
their volunteer term otherwise terminated.
Thereafter,
the eligibility and qualifications for volunteers and the manner of and
admission into participation shall be prescribed by resolutions duly adopted by
the Board of Directors or the Corporation or by such rules and regulations as
may be prescribed by the Board of Directors.
All
such rules and regulations relating to volunteers adopted by the Board of
Directors of the Corporation shall be affixed to the By-laws of the Corporation
and shall be deemed a part thereof. Such
resolutions or rules and regulations adopted by the Board of Directors may
prescribe, with respect to all Volunteers, the amount and manner of imposing
and collecting
any
initiation fees, dues or other fees, assessments, fines and penalties, the
manner of suspension or termination of participants, and for reinstatement of
volunteers, and, except as may hereinafter otherwise be provided, the rights,
liabilities and other incidents of participation.
ARTICLE
IV
MEETING OF THE VOLUNTEERS OF THE MIFFLIN
GUARD
BATTALION INCORPORATED
1.
ANNUAL
MEETING. An annual meeting of the
volunteers shall be held on the third: Saturday of the month of January in the
beginning of each year. The Board of Trustees shall determine the time and
place of the meeting and may change the date to avoid legal holidays. The
meeting will be for the purpose of holding elections and for the transaction of
such other business as may come before· the meeting.
2.
SPEClAL
MEETINGS. Special meetings of the volunteers may be called by the President or
the Board of Trustees.
3.
NOTICE
OF MEETINGS. Written notice shall be mailed to each volunteer not less than 10
days nor more than 60 days before the date set for the annual meeting and not
less than 10 days before the date of any special meeting. Such notice shall state the place, day and
hour of the meeting. Notice of the annual meeting shall state that the meeting
is being called for the holding of elections and for the transaction of such
other business as may properly come before the meeting. Notices of special meetings shall state the
purpose or purposes for which the meeting is called.
Notice shall be deemed to have been
given. When deposited with postage prepaid in a post office or other official
depository under the exclusive jurisdiction of the United States Post
Office. Any- meeting ·of volunteers may
be adjourned from time to time. In such
event, it shall not be necessary to provide further notice of the time and the
place of the adjourned meeting if announcement of the time and place of the
adjourned meeting is given at the meeting so adjourned.
4. QUORUM. At least 20% of the volunteers must be
present at any participant meeting before business may be conducted. However,
if a quorum is not present, a majority or the volunteers present at the meeting
may adjourn the meeting from time to time without further notice.
4.
VOTING. At all meetings, except for the election of
officers or trustees, volunteers will vote by showing of hands. Written ballots will be used for all
elections and when otherwise requested by a simple majority of volunteers
present. Any volunteer may vote by
written proxy.
ARTICLE
7
BOARD OF TRUSTEES (DIRECTORS)
1.
GENERAK POWERS. The affairs of the corporation shall be managed by its board of
trustees. Trustees do not need to be
members of the Corporation or residents of the state of incorporation.
2.
BOARD MEMBERS. The numbers of trustees shall be three. Each trustee shall hold
office until his or her successor is elected at the annual meeting of the
membership, and duly qualified, subject to earlier termination by removal or
resignation. The Board shall consist of all officers along with such other trustee
positions determined by the volunteers at their annual meeting.
3.
REGULAR MEETINGS. The Board of' Trustees shall hold their annual meeting
immediately after the annual meeting. The Board may provide by resolution for
additional regular meetings to be held without notice except as provided by the
resolution itself.
4.
SPECIAL MEETINGS. The president or any
two trustees may call for special meetings of the Board and fix the time and
place for said meetings. .
5.
NOTICE. Trustees shall be notified of any special meetings by advance notice in
writing which shall be sent by mail or personally delivered at least 10 days
before the time set tor the meeting. Notices may be sent to the addresses as
shown on the records of the Corporation. Lack of notice is waived by written
waiver or attendance at the meeting without protest.
6.
QUORUM. A majority of the trustees must
be present in order to conduct business.
However, a majority of those present may adjourn the meeting from time
to time without further notice.
7.
VACANCIES. Any vacancy on the board may be filled by the affirmative vote of a
majority of the remaining trustees, even if less than a quorum of the
board. A trustee so elected to fill a
vacancy shall complete the unexpired term of his or her predecessor in office.
If
additional trustees are to be elected to increase the size of the board, this
shall be done at the annual meeting of the volunteers.
8. COMPENSATION. There shall be no compensation
or salary paid to any trustee.
9.
REMOVAL. The Board of Trustees may
remove a trustee at any time if, in its judgment, the best interests of the
Corporation would be served thereby. However, officers elected by the
volunteers may not be removed except by the volunteers, but the authority of
such officer to act as an officer may be suspended by the Board for cause.
ARTICLE
VI
OFFICERS
1. OFFICERS. The
officers of the Corporation shall be as follows
President
Vice President
Secretary/Treasurer
2. TERM.
The initial officers shall be elected by the Board of Trustees at their
organizational meeting. Thereafter, the
officers shall be elected every two years by the executive committee at their
Fall meeting. Vacancies may be filled at
any meeting of the Board of Trustees.
Each officer shall remain office until his or her successor is elected
and qualified, subject to earlier termination by removal or resignation.
3.
PRESIDENT. The President shall be the
principal officer of the Corporation. And shall supervise and. control all the
business and affairs of the Corporation.
The President shall preside at all meetings of the volunteers and the
Board of Trustees. He or she shall have all such powers as may reasonably be
construed as belonging to the chief executive of a non-profit corporation.
4. VICE
PRESIDENT. The Vice President shall
perform the duties of the President in the absence of the President or in the
even: of the President’s inability or refusal to act.
.5.
SECRETARY/TREASURER. The Secretary/Treasurer shall keep the minutes and records
of the Corporation in appropriate books, see that all notices are given in
accordance with these By-Laws or as provided by law, keep the seal of the
Corporation and affix same to corporate documents, keep a list of all
volunteers and their mailing addresses and, in general, perform all duties
incidental to the office of Secretary/ Treasurer and such other duties as may
be assigned by the President or the Board of Trustees. The Treasurer shall have
charge and custody of and be responsible for all funds of the Corporation, and,
in general, perform all the duties incidental to the office of
Secretary/Treasurer.
ARTICLE VII
COMITTEES
COMITTEES. The Board of Trustees by resolution of a
majority of the Board, establish committees to conduct the management of the
Corporation. All committees shall function in accordance with the rules and
procedures established by the Board of Trustees.
ARTICLE VIII
SEAL
SEAL. The seal of the Corporation shall be in the
shall be in the form affixed immediately below.
ARTICLE IX
AMENDMENTS
These By-Laws
may be amended or repealed by-an affirmative majority vote of those present at
a meeting of the volunteers called for the purpose of acting upon such
amendment provided a quorum is present.