BYLAWS OF

THE HOLMES BRIGADE, USV, INC.

ARTICLE I

NAME

The name of this corporation shall be "The Holmes Brigade, USV, Inc.".

ARTICLE II

OBJECT AND PURPOSE

The object of the Holmes Brigade, USV, Inc., hereinafter referred to as the Brigade, shall be to promote historical, educational and literary activities by its members; to emphasize and encourage the study of persons and events associated with the history of the United States and particularly that period referred to as "The American Civil War"; to create and sponsor living history representations and portrayals dealing with the history of the United States; to bring together for mutual benefit students of history of the United States; and to do all acts necessary and proper for the promotion of said purposes. A two-thirds majority of members present at any general membership meeting shall be required to consider any activities or motions which fall outside the object and purpose of the Brigade.

ARTICLE III

MEMBERS

Section 1. The membership of the Holmes Brigade, USV, Inc., shall not be limited in the number of members.

Section 2. Any male individual shall be eligible for full membership in the Brigade provided that such individual indicates a genuine interest in American Civil War history and is proposed by a member of the Brigade. A proposal for membership shall be sent to the Treasurer together with payment of annual dues for the first year. Upon receipt of the annual dues by the Treasurer the individual shall be declared a member in good standing. Any member in good standing shall be eligible to vote at all elections or upon any issue the governing policies of the Brigade. A member in good standing may vote either in person or by proxy, executed in writing, specifically enumerating the issues for which the proxy is authorized and the member’s intended vote for each issue.

Section 3. Any Federal reenactment group representing either Infantry, Cavalry, or Artillery shall be eligible for membership in the Brigade provided that such group is proposed by a member group of the Brigade and seconded by another individual member of the Brigade. Probationary group membership of said petitioner group shall be accorded upon a majority vote of members present at a regular membership meeting. A group so selected shall remain in a probationary status for a period of one year from the date of selection for membership and shall be declared a full member at the regular membership meeting closest to and after completion of that year. Criteria for consideration for full group membership shall include but not be limited to individual and unit authenticity in clothing, weapons, and equipment and proficiency in drill and tactical maneuver. The valid vote of any Federal reenactment group that has been accorded full membership upon any issues concerning the governing policies of the Brigade shall not be greater than the number of individual members of the Brigade in good standing which comprise the reenactment group.

Section 4. The Brigade shall accept upon proposal to the Treasurer those individuals of groups, regardless of sex, who desire associate membership within the Brigade. Rights and privileges of associate members shall be limited to receipt of the Brigade newsletter upon annual payment of a reasonable fee to cover printing and postal expenses.

Section 5. The annual dues of the Brigade shall be set by the Executive Board, with the approval of the general membership, payable in advance on or before 31 December each year. The Treasurer shall notify members one month in arrears and those whose dues are not paid shall automatically be dropped from membership in the Brigade.

ARTICLE IV

OFFICERS

Section 1. The officers of the Brigade, all of whom must be and shall remain members in good standing, shall be a President, Vice-President, Secretary, Treasurer, and three Directors. Those officers shall perform the duties prescribed by the bylaws and by the parliamentary authority adopted by the Brigade.

Section 2. The President’s duties shall include but not be limited to the following. The President shall be the chief executive officer of the Brigade; shall preside at all meetings; shall create and publish the agenda for said meetings; shall have active and general charge of the affairs of the Brigade, subject to the mandate of the membership and shall execute all instruments on behalf of the Brigade. The President shall preside at all meetings of the members and Executive Board and shall have general supervision of the business and finances of the Brigade and shall do all things necessary and proper to ensure that all orders and resolutions of the Brigade are carried into effect.

Section 3. The Secretary’s duties shall include but not be limited to the following. The Secretary shall attend all meetings of the members and the Executive Board and act as recorder thereof and shall record all votes and the minutes of all proceedings in a record book to be kept for that purpose. The Secretary shall be custodian of the minutes of all meetings of the Executive Board and of the full membership; shall be the custodian of all non-financial records of the Brigade and shall ensure orderly transferal of said records upon change of office.

Section 4. The Treasurer’s duties shall include but not be limited to the following. The Treasurer shall maintain custody of the Brigade’s financial and tax records, shall keep full and accurate books of accounts; shall accept receipts and make disbursements and shall furnish annual financial reports to the membership and at such time as requested by the President.

Section 5. The officers of the Brigade shall be nominated by the general membership of the Brigade through proposal submitted during the second regular meeting of the year. Offices shall be enumerated and nominations solicited for those offices. Those nominees who qualify for election shall be listed by the Secretary and presented to the membership for election by ballot. Such elections shall be completed not later than 15 December of each year.

Section 6. Officers elected shall serve until their term expires or until their successors are elected. The designated term of office shall begin at the close of the membership meeting following the annual officer’s elections. Vacancies occurring among members of the Executive Board at times other than through the normal expiration of terms of office shall be filled upon recommendation of the President with the approval of the Executive Board. Such appointee(s) shall serve only until the next regular general membership election. The President, Vice-President and Secretary shall correspond to the military rank positions of Captain, 1^st Lieutenant and 2^nd Lieutenant respectively of the 1^st Infantry Company of the Brigade. The office of Treasurer and offices of the three Board positions shall be elected at large from the aggregate Brigade.

Section 7. No member shall hold more than one office at a time within the Brigade corporate structure. Consecutive terms of office shall be limited only at the discretion of the members of the Brigade.

Section 8. Any regularly elected officer of the Brigade may be censured or deposed from office for misconduct or dereliction of duty in office by a majority vote of the full membership voting in person or by written proxy at a regular or special meeting of the Brigade.

ARTICLE V

MEETINGS

Section 1. The regular meetings of the Brigade shall be held semi-annually during the calendar year, at a time and place convenient to a majority of members, within or without the state of Missouri. The time and place of the regular semi-annual meetings shall be set at the discretion of the members but not later than prior to adjournment of the regular meeting immediately.

Section 2. The first regular meeting shall be for the purpose of establishing the schedule of events for the forthcoming year and for discharging such other Brigade business that may be appropriate. The second regular meeting shall be for the purpose of installing new officers for the forthcoming year and for discharging such other Brigade business that may be appropriate.

Section 3. Special meetings may be called by the President at the request of one-third of the members of the Executive Board or at the request of ten members of the Brigade. The purpose of the meeting shall be stated in the call. Except in cases of emergency, at least three days notice shall be given. Business transacted at all special meetings shall be confined to the purpose stated in the notice of such meeting unless the transaction of other business is consented to by two-thirds of the members of the Brigade entitled to vote at such meeting.

ARTICLE VI

THE EXECUTIVE BOARD

Section 1. The officers of the Brigade including the Directors shall constitute the Executive Board.

Section 2. The Executive Board shall have general supervision of the affairs of the Brigade between its business meetings, making recommendations to the Brigade and shall perform such other duties as are specified in these bylaws. The Executive Board shall be subject to the review of the membership of the Brigade and none of its acts shall conflict with action taken by the membership of the Brigade.

Section 3. Meetings of the Executive Board shall be held from time to time as frequently and at such time and place as may be determined to be necessary by said Board and at such time and place within or without the state of Missouri as may be designated by the Board. Meetings of the Board may be called by the President and shall be called upon request of three members of the Board. The President or his lawful successor and three members of the Executive Board shall constitute a quorum for the transaction of business.

ARTICLE VII

COMMITTEES

Section 1. There shall be standing and ad hoc committees as from time to time shall be determined by the Executive Board.

Section 2. All committee chairpersons shall be appointed and may be removed by the President, with the advice and consent of the Executive Board, excepting as otherwise provided by the Board or the general membership.

Section 3. Any established committee may be divided along lines of function or other appropriate definition as may be deemed necessary or proper by the Executive Board.

ARTICLE VIII

PARLIAMENTARY AUTHORITY

Section 1. The rules contained in the current edition of "Robert’s Rules of Order Newly Revised" shall govern the Brigade in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Brigade may adopt.

Section 2. One Director shall be appointed by the Executive Board to serve in the capacity of parliamentarian and shall advise the President and other officers, committees and members on matters of parliamentary procedure.

ARTICLE IX

DISSOLUTION

Section 1. The Brigade shall be dissolved only through resolution of the membership of the Brigade and as consistent with current pertinent federal and state law.

Section 2. No part of the net earnings of this corporation shall inure to the benefit of any private member or individual within the meaning of Title 26, U.S. Code, Section 501 (c) 3 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 Title 26, U.S. Code, Section 501 (c) 3 of the Internal Revenue Code as now in effect or afterwards amended, as the Directors of this corporation shall determine. This corporation shall not operate for the primary purpose of carrying on an unrelated trade or business as defined in Title 26, U.S. Code, Section 501 (c) 3 of the Internal Revenue Code as now in effect or afterwards amended.

ARTICLE X

AMENDMENTS

Section 1. The Articles of Incorporation of the Brigade may be amended by a two-thirds vote of all members present and voting at a regular meeting of the full membership. No such amendment shall be effective until duly certified in accordance with current federal and state law.

Section 2. The bylaws of the Brigade may be amended by a two-thirds vote of all members present and voting at a regular meeting of the full membership. Amendment proposals shall be submitted in writing at the previous regular meeting.