Company By-Laws
As amended and approved by the membership December 2010
ARTICLE ONE: MEMBERSHIP
Section 1. There shall be five classes of membership: Active, Honorary, Student, Life, and Family members.
1.1 Any person eighteen years of age or over, who is interested in the objectives of The Company and who has been recommended by an Active member may become an Active member upon application and payment of dues as provided for by the Board of Governors.
1.2 Honorary members shall be nominated by an Active member and approved by the Board of Governors. They shall not be required to pay dues and shall have no vote.
1.3 Any person, who is enrolled in an educational institution as a full time student, is interested in the objectives of The Company, and has been recommended by an Active member may become a Student member upon application and payment of dues as provided for by the Board of Governors. A minor applying for Student membership must have the approval of a parent or Guardian. Student members shall have no vote.
1.4 Active members desiring to become Life members may do so by paying Life membership dues as provided for by the Board of Governors. They shall retain all the privileges of Active membership.
1.5 Any two adults who meet the criteria for Active membership and who are members of the same family residing in the same household may become Family members upon payment of dues as provided for by the Board of Governors. Each person shall have all the privileges of an Active member but only one copy of the Journal will be sent to the household.
Section 2. All Active members in good standing shall have the right to attend all membership meetings, to vote on all issues pertaining to the general membership, and to receive without charge one copy of the regular Journal published while they are members.
Section 3. The amount of dues of all classes of membership shall be determined by the Board of Governors and shall be payable no later than the first day of January each year, unless otherwise determined by the Board of Governors.
3.1 Any member or subscriber whose dues have become three months in arrears, shall be given notice of said arrearage. Members or subscribers who have not paid these arrears within thirty calendar days of that notice shall not be considered a members or subscribers in good standing and shall have their membership terminated.
3.2 New memberships shall become effective as of the beginning of the calendar year in which application is made and dues are paid unless the applicant requests that the membership commence as of the beginning of the following year.
Section 4. The membership of any member may be terminated for cause by the Board of Governors. Such action will be based upon factual representation that the member concerned has acted in such a manner as to reflect unfavorably upon The Company by not meeting the standards expected of Company members. A two-thirds majority of the Governors voting shall be required for termination of membership. The individual concerned may appeal such action and will be provided with an opportunity to appear before the Board of Governors.
Section 5. Organizations are not eligible for membership but may subscribe to all publications at members’ listed costs. In the case of arrearage, the subscriptions of organizations shall be cancelled in the same manner that memberships may be terminated.
ARTICLE TWO: BOARD OF GOVERNORS
Section 1. A body which shall be known as the Board of Governors shall provide management, control, and oversight of the affairs, funds, and property of The Company. This Board shall consist of the nine persons who have been elected by the membership of the Company as Governors, as well as any Officers who have not been so elected. (See Article Three.)
Section 2. Governors at the time of their election and during their term in office shall be members in good standing and their failure to maintain this status shall terminate their right to hold office.
Section 3. Governors shall receive no compensation but may be reimbursed for out-of-pocket expenses as authorized by the Board of Governors.
Section 4. The term of each Governor shall be three years. Three of the nine seats on the Board shall be open for election each year. (This is a change from the current 15 member Board of Governors. The reduction to nine governors shall be completed by 1/2013.)
Section 5. An election of Governors shall be held at the end of each year to fill the vacancies created by those Governors whose terms have ended. This election shall be concluded before the first day in each year unless otherwise determined by the Board of Governors.
5.1 Such election shall be conducted as directed by the Board of Governors, as shall the counting of the votes by the Secretary and the publication of the results. If the Secretary is running for Governor, the President shall appoint another member to count the votes.
5.2 Any Active member in good standing has the right to make a nomination or nominations to fill the vacancies on the Board. Each nominee must agree in writing to serve and to attend meetings before his or her name shall appear on the ballot.
5.3 Election shall be by plurality of the votes cast by Active members in good standing. The three nominees receiving the largest number of votes shall be declared elected. The nominee receiving the fourth highest number of votes shall be declared the Alternate.
Section 6. A vacancy on the Board of Governors caused by death, resignation, or removal of any Governor shall be filled by the Alternate. The candidate thus selected shall serve the remainder of the term of the Governor whose vacancy he is filling.
Section 7. The Board of Governors shall meet at least twice each calendar year at a place and time it shall determine.
7.1 A majority shall be defined as over half of the total number of elected Governors plus Ex-Officio Governors and shall constitute a quorum. A quorum shall be required to conduct business. Except as otherwise provided by the laws of the District of Columbia or these Bylaws, all questions shall be decided by a majority of the Governors in attendance.
7.2 Between regularly scheduled meetings of the Board, questions to be addressed by the Board of Governors may be decided in a vote via regular mail, electronic mail, electronic bulletin board, facsimile, telephone and/or teleconference as determined by the President. A majority of the Board must respond in order for a quorum to be considered present.
Section 8. Failure of a Governor to attend two meetings during a term without a valid explanation in writing acceptable to the Board of Governors shall be cause for the Board to declare the position vacant and to appoint a successor in accordance with Article Two, Section 6 of these Bylaws.
Section 9. No individual shall serve as Governor for more than three terms except that an individual taking office to complete the unfinished term of a Governor shall be eligible to serve three full terms upon being elected in his own right. A Governor who must, for personal reasons, resign from the Board may, upon a change of circumstances, seek election to another complete term, the three-term rule not withstanding.
ARTICLE THREE: OFFICERS
Section 1. The officers of The Company shall be a President, a Vice President for Administration, a Vice President for Publications, a Secretary, a Treasurer, and an Administrator, each having the powers and the duties usually incident to his office or as prescribed by the Board of Governors.
Section 2. Officers at the time of their election and during their term in office shall be Active members in good standing and their failure to maintain this status shall terminate their right to hold office.
2.1 The terms of officers, except for the Administrator, shall be three years; but in all cases they shall remain in office until their successors have been elected.
2.2 The Administrator shall serve at the pleasure of the Board of Governors.
Section 3. Officers may serve simultaneously as Governors. Officers who have not been elected Governors shall be ex-officio members of the Board of Governors with full voting privileges.
3.1 Failure of an Officer to attend two meetings of the Board of Governors during his term of office without a valid explanation in writing acceptable to the Board of Governors shall be cause for the Board to declare the position vacant and to appoint a successor in accordance with Article Three, Section 4.
Section 4. In case of the death, resignation, or removal of the President, the Vice President for Administration shall immediately succeed to his position and shall fill the unexpired term of office. In case of the death, resignation, or removal of any other officer, the vacancy shall be filled by appointment by the President and that individual shall serve until the next meeting of the Board of Governors when a successor shall be elected to fill the unexpired term.
Section 5. Other than the Administrator, the officers shall receive no compensation. Officers may be reimbursed for out-of-pocket expenses as authorized by the Board of Governors.
Section 6. The Administrator, shall be a compensated officer and shall be elected by the Board of Governors to serve at its discretion. Assistant Administrators may be appointed as required but they shall not be officers of The Company by reason of said appointment. The duties of the Administrator and his assistant(s) shall be prescribed by the Board of Governors.
Section 7. The Board of Governors may appoint other officials of The Company and prescribe their duties.
Section 8. The President shall be authorized to appoint an Executive Committee to supervise routine Company activities between the meetings of the Board of Governors. The Executive Committee shall act in the name of the Board of Governors and shall be responsible to the Board of Governors for its actions and activities. A summary of its activities shall be presented to the Governors at each Board Meeting.
ARTICLE FOUR: ADMINISTRATION AND FINANCES
Section 1. Unless otherwise prescribed by these Bylaws or the Laws of the District of Columbia, Robert’s Rules of Order, as amended, shall control the conduct of all meetings of the membership, the Board of Governors, and the Executive Committee.
Section 2. No officer, Governor, other official or member of The Company shall commit The Company to any financial obligation without prior approval of the Board of Governors or the Executive Committee acting in the name of the Board of Governors and approved by said Board. The Administrator shall, however, be given the authority to assume responsibility for the day-to-day administration of the Company office and the payment of such invoices that occur. This function shall be monitored by the Treasurer. The editors of both the Company Journal and MUIA shall be authorized to commit The Company only for those expenses directly related to the production of regular publications. The invoices shall be forwarded to the Administrator for payment.
Section 3. Unless otherwise prescribed by the laws of the District of Columbia, the Board of Governors shall have the power to determine the Company’s fiscal year.
Section 4. The Company of Military Historians shall be authorized to establish an endowment fund. An Endowment Fund Manager shall be appointed by the President and confirmed by the Board. The manager may not be an Officer of The Company and his term shall be concurrent with that of the President. Guidelines for the management of the fund shall be established by resolution of the board of governors.
ARTICLE FIVE: FELLOWS OF THE COMPANY
Section 1. Any Active or Honorary member who, in the opinion of the Board of Governors, has clearly demonstrated substantial and positive accomplishments in one or more fields of activity for which The Company was organized and who has displayed outstanding enterprise in furthering the welfare of The Company or its success may be designated as a “Fellow of The Company” in recognition and reward.
Section 2. The Board of Governors shall establish criteria for selection of Fellows of The Company.
ARTICLE SIX: AREA CHAPTERS
Section 1. Any Active member or group of Active members in good standing may apply to the Board of Governors for authorization to establish an Area Chapter of The Company of Military Historians. The Board of Governors shall prescribe the criteria and requirements for establishment of Area Chapters.
Section 2. Each Area Chapter shall prepare and submit to the Board of Governors for approval Bylaws which shall govern the activities of the Chapter. These Bylaws shall conform to the guidelines prescribed by the Board of Governors and may not be changed without its approval.
Section 3. All members of an Area Chapter must be members of The Company in good standing.
Section 4. Area Chapters shall not engage in activities inconsistent with the purposes for which The Company was organized.
Section 5. No member of The Company shall be required to affiliate with any Area Chapter.
ARTICLE SEVEN: SEAL
Section 1. The Seal of The Company shall be, within an upright elliptical band bearing the inscription “Company of Military Historians,” an American rifleman.
Section 2. The Board of Governors shall, at its discretion, prescribe rules for the Company Seal.
ARTICLE EIGHT: AMENDMENT
Section 1. The Certificate of Incorporation, except as otherwise provided by the laws of the District of Columbia, may be amended by resolution of the Board of Governors.
Section 2. The Bylaws of The Company may be amended by resolution of the Board of Governors and affirmative vote of a majority of the Active members in good standing voting. Such vote shall be conducted as determined by the Board of Governors.
ARTICLE NINE: DISSOLUTION
Section 1: The procedure for the dissolution of The Company of Military Historians shall reflect the requirements of the Official Code of the District of Columbia.
Section 2: Unless otherwise provided for by the Code of the District of Columbia at the time of dissolution, the Board of Governors shall, after paying or making provisions for the payment of all of the liabilities of The Company, dispose of all of its assets. Such disposition shall be to an organization or organizations operating for the charitable, educational, religious, or scientific purposes as shall at that time qualify as exempt under Section 501(C)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future U.S. Internal Revenue Code).