Massachusetts Council of Minute Men and Militia, Inc. A Nonprofit, Non-Governmental Massachusetts Corporation
FOURTH AMENDED BYLAWS OF THE
MASSACHUSETTS COUNCILOF MINUTE MEN & MILITIA, INC.
I.
NAME AND PURPOSE
A.
The name of this organization shall be “The
Massachusetts Council of Minute Men and (&) Militia, Inc.”, hereinafter
referred to as the “Council”.
B.
The purpose of the Council shall be to gather and
disseminate information, to make available a forum to discuss common problems,
to provide educational services, to foster and promote our Colonial traditions
and American heritage.
C.
The Council shall be a non-profit organization in
accordance with the prevailing rules, statutes, and laws of the Commonwealth of Massachusetts, the United States of America, and the Internal Revenue Service.
II.
DEFINITIONS
A.
The term “Company” shall mean any company, unit,
regiment, group, or organization, whether incorporated or otherwise, of men and
their families who have organized to celebrate the brave men, women, and children who sacrificed their lives, safety,
security, and well-being in the Revolutionary War, otherwise known as the War
of the United States.
B.
The “Executive Council” shall mean a body of men,
duly elected and designated as the “default ruling body” of the Council and as
more fully described herein.
C.
The Term “Default Ruling Body” shall mean the
“Executive Council” empowered by quorum as more fully described herein to vote
in the event a quorum of “Member Delegates” is not present.
D.
The term “Member Delegate” shall mean a duly
designated member of a Company meeting the requirement s of the Council for
membership with all rights and privileges as more fully described herein.
E.
The term “Associate Member” shall mean any
individual, whether man or women, who is associated with a Company who has meet
the membership requirements of the Council with all rights and privileges as more
fully described herein.
F.
The term “Amicus Member” shall mean any person, man
or women, who is not associated with a Company but who nevertheless has met the
membership requirements of the Council with all rights and privileges as more
fully described herein.
G.
The term “Corporate Member” shall
constitute an honorary membership to any corporation as this Council may deem
worthy of such designation as a consequence of support, donation, or
contribution to the benefit of the Council or its members.
H.
The term “Sustaining Member” shall
mean any person who has in the eyes of the Council or its member has
demonstrated a longstanding dedication to the betterment of the Council or its
members.
I. The term “retirement”
shall constitute a surrender of rank and title within the Council and the
release of responsibilities and fiduciary obligations to the Council.
MEMBERSHIP
A.
Company Membership
Company
membership of the Council shall consist of Colonial Companies of Minute Men,
Militia, other 18th Century colonial military units, and British Companies and
Militia from 18th Century England who have met the membership
requirements of the Council.
B.
Member Delegates
Each
member company shall have one (1) delegate as selected by said member company
and who shall hold the rank of Commanding Officer of said company within and by
the Council and be considered as Commanding Officer of said company by the
Council solely for Council business. The
Council designation of rank need not correlate with the official rank of the
delegate within the associated company.
C.
Associate Member
An
“Associate Member” of the Council shall be an individual with Company
affiliation who has met individual membership requirements. “Associate Members” shall carry rank
designation of the Company to which they are affiliated and shall be considered
that rank by the Council.
D.
Amicus Member
As
defined in Clause II
E.
Corporate Member
As
defined in Clause II
F.
Sustaining Member
As
defined in Clause II
III.
THE EXECUTIVE COUNCIL
The
“Executive Council” shall be the “default ruling body” of the Council.
The
Executive Council shall consist of five (5) men duly elected in accordance with
the provision of the corporate Bylaws.
The
officers of the Executive Council shall be Directors of the corporation. The Directors of the Corporation shall be the
officers of the Executive Council.
The
term of office for members of the Executive Council shall be two (2) years and
shall begin and end on the corporate fiscal year.
Members
of the Executive Committee need not be Member Delegates, but may not be
associate, amicus, sustaining, or corporate members.
The
designation of the members of the Executive Council is as follows:
A. Chairman
The
Chairman of the Executive Counsel shall be of the rank of Major General.
The
Chairman shall be responsible for running the Council meetings, announcing
agenda items, entertaining Motions, Resolutions, and calling for a vote after
allowing due consideration, contribution, and discussion among all members of
any designation actually in attendance.
The
Chairman shall have one (1) vote in the affairs of the Council.
B. Vice-Chairman
The
Vice-Chairman of the Executive Counsel shall be of the rank of Brigadier
General.
The
Vice-Chairman shall execute the duties of the Chairman in his absence as
second-in-command, however, if the Office of Chairman is vacated or unoccupied,
the Judge Advocate shall act in the capacity of Chairman as provided for in Section
V of these Bylaws.
The
Vice-Chairman shall have one (1) vote in the affairs of the Council.
C. Paymaster
The
Paymaster of the Executive Committee shall be of the rank of Colonel.
The
Paymaster shall be responsible for the maintenance of accurate records of all
monies received and expended. He shall
maintain accurate bank, checkbook, and investment records and of all Companies’
due received and due.
The
paymaster shall have one (1) vote in the affairs of the Council.
D. Secretary
The
Secretary of the Executive Council shall be of the rank of Colonel.
The
Secretary of the Executive Council shall be responsible for maintaining records
associated with all meetings of the Executive Council including Minutes,
Resolutions, and Voting.
The
Secretary shall have one (1) vote in the affairs of the Council.
E. Clerk
The
Clerk of the Executive Council shall be of the rank of Colonel.
The
Clerk of the Executive Council shall be responsible to execute all records
essential and necessary to maintain the legal status of the Council and to
certify the signatures of all voting members.
The
Clerk shall have one (1) vote in the affairs of the Council.
IV.
STANDING COMMITTEES
a. The Voting members of the Council may cause
to be created Standing Committees composed of memers at the Council’s
discretion.
b. The Voting
members of the Council are specifically authorized to form the following
Standing Committees:
1. Council Safety Committee – The Council Safety Committee shall be headed by the Council
Safety Officer who shall be
designated by the Chairman of the
Executive Council. He shall be
responsible for the education of its
members in handling 18th century weapons.
He shall maintain records of safety courses held
by the Council for member council. He shall have
the rank of Major. He shall be responsible to the Executive Council.
2. Cannon Safety Officer – the Cannon safety Officer shall be responsible to the Council Safety Officer and responsible for the
education of all cannon companies of the
Council and shall require all cannon
companies of the Council to conform to State
and Federal Law. He shall have the rank of Major.
V. OTHER
OFFICES
a. There
shall be an Office of the Judge Advocate.
b. The Judge
Advocate shall be appointed by majority vote of the Executive Counsel upon nomination
at a time convenient and necessary for the Council.
c. The Judge
Advocate shall be responsible for the legal affairs of the Council as it deems fit.
d. The Judge Advocate shall be of the rank of Colonel.
e. In the
event the Office of Chairman is vacated or unoccupied, the Judge Advocate shall
act as Defacto Chairman under the rank of Colonel. The Judge Advocate shall remain Defacto
Chairman until such time as the Office of Chairman is filled by election.
VI. VOTING
a. Voting shall be done by Resolution
b. Each Member Delegate
and each member of the Executive Council shall have one (1) vote.
c. In the event a member of the Executive Council is also a
member delegate, that person shall be considered in calculating a quorum but
shall only have one vote. A member of
the Executive Council who is also a member delegate may not cast two votes on
any Council business.
d. Two Thirds (2/3) vote of quorum shall constitute passage of
any Resolution.
VII. QUORUM
a. A “Membership Quorum” shall consist of two (2)
Member Delegates and Five (5) Members of the Executive Council present at any
Council meeting where a Resolution in presented for vote.
b. In the absence of a full complement of two
(2) Member Delegates the Executive Council shall become the “Default Ruling
Body” of which three (3) members of the Executive Council “Default Ruling Body”
shall constitute a quorum.
VIII. NOMINATIONS AND ELECTIONS TO EXECUTIVE
COUNCIL
a. The Chairman must call for nominations to the
Executive Council at a meeting at least Sixty (60) days prior to expiration of
any term of office.
b. Only Member Delegates and
members of the Executive Council qualify for Nominations to the Executive
Council. The Judge Advocate cannot
qualify for Nomination unless he is a Member Delegate. Member Delegates of a British Company may not
be nominated to the Executive Council.
c. The Chairman of the Executive Council shall
have the power and responsibility to call for nominations to any office or
position upon a showing of Good Cause by majority vote of the Executive Council
why any member can no longer fulfill the duties of the office.
d. A person desirous of an office or position
within the Council may indicate his candidacy for nomination but may not
nominate himself.
e. One (1) nomination by a Member Delegate,
including a Member Delegate of a British Company, or from a member of the
Executive Council, will be sufficient to place a person’s name in candidacy for
any specific office or position within the Council.
f. Nominations shall be by secret ballot. Nay votes shall constitute a negative vote
for nomination; Yea votes shall constitute a vote in favor of nomination. Ballots shall be tallied by the Office of the
Judge Advocate with a report only to whether the person has qualified for
candidacy of the position or office.
g. Elections shall take place no less than 30
days from nomination and no longer than 120 days from nominations.
h. Elections shall be by secret ballot. Nay votes shall constitute a negative vote
for election; Yea votes shall constitute a vote in favor of election. Ballots shall be tallied by the Office of the
Judge Advocate with a report only to whether the person has been elected by
majority vote.
IX. ANNUAL MEETING AND FISCAL YEAR
a. The fiscal year of the Council shall be
January 1st to December 31st.
b. The Annual Meeting shall be in January.
X. MEETINGS
The
chairman shall call meetings of the Council from time to time as business may
warrant. A seven (7) day written notice
of the meeting is required except that a thirty (30) day written notice
involving a Bylaw change will be required. Where not provided Roberts Rules
of Order shall prevail.
XI. AMENDMENTS
These
bylaws may be suspended or amended at any regular meeting of the Council by
two-thirds (2/3) vote of those present and voting, a quorum being present, and
notice of action proposed having been included in a written notice of the
meeting sent to each voting member of the Council at least thirty (30) days
prior to the meeting at which the proposed action is to be taken.
XII. DUES
a. The
annual dues for membership shall be determined at the annual meeting of The Council by vote of the delegates
and shall be paid within ninety (90)
days of said meeting. Members in arrears shall be notified by registered mail and, if not paid
within sixty (60) days, shall
be suspended from good standing.
b. Members of the Council who have
been suspended for non-payment of dues for one (1) year shall
be dropped from the membership rolls. The can be reinstated upon payment of
current dues and The Council approval.
XIII.
DISSOLUTION
This clause is provided to comply with
the requirements of 501(c)(3) tax exemption status and all other Federal,
State, and/or Municipal regulations.
Dissolution of the corporation shall be
caused by a vote of 2/3 of member delegates.
Upon dissolution all assets of the
Corporation shall be donated to a non-profit corporation or charity to be
selected as the last act of the Corporation after dissolution.
A non-profit corporation may be another
unit or company of Minutemen or Militia other than a British Unit or company
which company or unit has valid and current 501(c)(3) tax exemption status.
XIV. CONFLICT
OF INTEREST
This clause is provided to comply with
the requirements of 501(c)(3) tax exemption status and all other Federal,
State, and/or Municipal regulations.
Article IPurpose
The
purpose of the conflict of interest policy is to protect this tax-exempt
organization’s (Organization) interest when it is contemplating entering into a
transaction or arrangement that might benefit the private interest of an
officer or director of the Organization or might result in a possible excess
benefit transaction. This policy is intended to supplement but not replace any applicable
state and federal laws governing conflict of interest applicable to nonprofit
and charitable organizations.
Article IIDefinitions
1. Interested
Person
Any
director, principal officer, or member of a committee with governing board
delegated powers, who has a direct or indirect financial interest, as defined
below, is an interested person.
2. Financial
Interest
A
person has a financial interest if the person has, directly or indirectly,
through business, investment, or family:
a. An ownership or investment interest in any entity
with which the Organization has a transaction or arrangement,
b. A compensation arrangement with the Organization or
with any entity or individual with which the Organization has a transaction or
arrangement, or
c. A potential ownership or investment interest in, or
compensation arrangement with, any entity or individual with which the Organization
is negotiating a transaction or arrangement.
Compensation includes direct and indirect
remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a
conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a
conflict of interest only if the appropriate governing board or committee
decides that a conflict of interest exists.
Article IIIProcedures
1. Duty
to Disclose
In
connection with any actual or possible conflict of interest, an interested
person must disclose the existence of the financial interest and be given the
opportunity to disclose all material facts to the directors and members of
committees with governing board
delegated
powers considering the proposed transaction or arrangemen
2. Determining
Whether a Conflict of Interest Exists
After
disclosure of the financial interest and all material facts, and after any
discussion with the interested person, he/she shall leave the governing board
or committee meeting while the determination of a conflict of interest is
discussed and voted upon. The
remaining
board or committee members shall decide if a conflict of interest exists.
3. Procedures
for Addressing the Conflict of Interest
a. An interested person may make a presentation at the
governing board or committee meeting, but after the presentation, he/she shall
leave the meeting during the discussion of, and the vote on, the transaction or
arrangement involving the possible conflict of
interest.
b. The chairperson of the governing board or committee
shall, if appropriate, appoint a disinterested person or committee to investigate
alternatives to the proposed transaction or arrangement.
c. After exercising due diligence, the governing board
or committee shall determine whether the Organization can obtain with reasonable
efforts a more advantageous transaction or arrangement from a person or entity
that would not give rise to a conflict of
interest.
d. If a more advantageous transaction or arrangement
is not reasonably possible under circumstances not producing a conflict of interest,
the governing board or committee shall determine by a majority vote of the
disinterested directors whether the transaction
or
arrangement is in the Organization’s best interest, for its own benefit, and
whether it is fair and reasonable. In conformity with the above determination
it shall make its decision as to whether to enter into the transaction or
arrangement.
4. Violations
of the Conflicts of Interest Policy
a. If the governing board or committee has reasonable
cause to believe a member has failed to disclose actual or possible conflicts
of interest, it shall inform the member of the basis for such belief and afford
the member an opportunity to explain the
alleged
failure to disclose.
b. If,
after hearing the member’s response and after making further investigation as
warranted by the circumstances, the governing board or committee determines the
member has failed to disclose an actual or possible conflict of interest, it
shall take
appropriate
disciplinary and corrective action.
Article IVRecords of Proceedings
The
minutes of the governing board and all committees with board delegated powers
shall contain:
a. The names of the persons who disclosed or otherwise
were found to have a financial interest in connection with an actual or possible
conflict of interest, the nature of the financial interest, any action taken to
determine whether a conflict of interest waspresent, and the governing board’s
or committee’s decision as to whether a conflict of interest in fact existed.
b. The names of the persons who were present for
discussions and votes relating to the transaction or arrangement, the content of
the discussion, including any alternatives to the proposed transaction or
arrangement, and a record of any votes taken in connection with the
proceedings.
Article VCompensation
a. A voting member of the governing board who receives
compensation, directly or indirectly, from the Organization for services is precluded
from voting on matters pertaining to that member’s compensation.
b. A voting member of any committee whose jurisdiction
includes compensation matters and who receives compensation, directly or
indirectly, from the Organization for services is precluded from voting on
matters pertaining to that member’s compensation.
c. No
voting member of the governing board or any committee whose jurisdiction
includes compensation matters and who
receives
compensation, directly or indirectly, from the Organization, either
individually or collectively, is prohibited from providing information to any
committee regarding compensation.
Article VIAnnual Statements
Each
director, principal officer and member of a committee with governing board
delegated powers shall annually sign a statement which affirms such person:
a. Has received a copy of the conflicts of interest
policy, b. Has read and understands the policy,
c. Has agreed to comply with the policy, and
d. Understands the Organization is charitable and in
order to maintain its federal tax exemption it must engage primarily in activities
which accomplish one or more of its tax-exempt purposes.
Article VIIPeriodic Reviews
To
ensure the Organization operates in a manner consistent with charitable
purposes and does not engage in activities that could jeopardize its tax-exempt
status, periodic reviews shall be conducted. The periodic reviews shall, at a
minimum, include the following
subjects:
a. Whether compensation arrangements and benefits are
reasonable, based on competent survey information, and the result of arm’s
length bargaining.
b. Whether partnerships, joint ventures, and
arrangements with management organizations conform to the Organization’s
written policies, are properly recorded, reflect reasonable investment or
payments for goods and services, further charitable purposes and do not result
in inurement, impermissible private benefit or in an excess benefit
transaction.
Article VIIIUse of Outside Experts
When
conducting the periodic reviews as provided for in Article VII, the
Organization may, but need not, use outside advisors. If outside experts are
used, their use shall not relieve the governing board of its responsibility for
ensuring periodic reviews are
conducted.
XIII. DATE BY-LAWS EFFECTIVE
These By-Laws shall take effect when adopted
by a two-thirds (2/3) vote of those present at a regular meeting of The Council or at a
special meeting called for that purpose.
Adopted: February 3, 1974 Amended: November 9, 1975 November 9,
1980
March 13,
1988
June
28, 2009
