OUR MISSION:
To train in the art of North Country (Frontier) Living during the American Revolutionary era (1775-1783)
To train in the art of soldiering, specifically the ranging service, in the Northern Department of the Continental Army during the American Revolution (1775-1783).
To foster, encourage, and promote an increased awareness, interest, appreciation, and a deeper understanding of the role of Herrick's Regiment of Green Mountain Rangers, specifically Captain John Warner's Company during the Revolutionary War (1777).
To participate in Living History and other history related programs, events, and activities, including Revolutionary War Encampments and Historic Reenactments, that may be conducted from time to time in the general area in which Captain John Warner's Company of Herrick's Rangers served and operated during the Revolutionary War (1777).
To otherwise serve to educate its members and the general public in our Revolutionary War (1775-1783) Cultural Heritage.
BY-LAWS OF:
Capt. John Warner's Co., Green Mountain Rangers, Herrick's Regt.
Article 1. Name
The name of the Corporation shall be "Capt. John Warner's Co., Green Mountain Rangers, Herrick's Regt.” Co'y shall be considered a legal abbreviation for Company.
Article 2. Purposes
The purposes of the Corporation shall be to Provide educational opportunities to schools, history oriented organizations, and the general public.
Objectives of Capt. John Warner's Co.,
- To promote the understanding and appreciation of Vermont History.
- To promote and conduct demonstrations of uniforms, equipment, lifestyles, tactics, and music of the Vermont soldier in the Eighteenth and early Nineteenth centuries for educational purpose for the general public.
- To conduct reenactments in relating to the time period above..
- To provide and maintain a uniform and safe procedure for conducting the above events.
Article 3. Office
The registered office of the corporation shall be located at 4435 VT Route 155, Belmont, VT 05730
Article 4. Members
Section 1.
A member shall be any individual nominated by an established member and voted in by a simple majority of the members present and voting after having participated in at least one unit event and having demonstrated a willingness to equip him/herself with authentic clothing and accoutrements of the period portrayed at his/her own expense. This vote may be taken at any unit event.
Section 2.
Voting Rights: Each member in good standing shall be entitled to one vote on each matter submitted to a vote of the members.
Section 3.
Termination of Membership: The board of directors, by affirmative vote of two thirds of all the members of the board, may suspend or expel a member for cause after an appropriate hearing, and, by a majority vote of those present and voting at any regularly constituted meeting, may terminate the membership of any member who becomes ineligible for membership. The process shall be carried out in good faith. At least 15 days prior written notice shall be given to the member to be expelled, suspended, or terminated. Said notice shall state the reasons for the action, and shall give the member an opportunity to be heard, orally or in writing, not less than five days before the effective date of the proposed expulsion, suspension, or termination, so as to allow the board of directors sufficient time to decide whether the action shall take place. Written notice of the proposed action shall be given by first class or certified mail and sent to the member's last address. Any member who is in default in the payment of dues for the period shall lose all membership privileges until such dues are paid, and the notification above shall not be required.
Section 4.
Annual Meeting: The annual meeting of the members shall be held on a day in January in each year agreeable to the majority of the membership, at a time similarly agreeable, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. It may be held in any state agreeable as above. If the election of directors is not held on that day, the board of directors shall call a special meeting of the members as soon thereafter as is convenient. The meeting shall be held at the registered office, unless some other place is specified in the annual meeting notice.
Section 5.
Special Meetings: The corporation shall hold a special meeting of members:
- on call of its board or the person or persons authorized to do so by these bylaws; or
- if the holders of at least five percent of the voting members in good standing sign, date, and deliver to any officer one or more written demands for the meeting describing the purpose or purposes for which it is to be held.
Section 6.
Place of meeting: The board of directors may designate any place as the place of meeting for any annual meeting or for any special meeting called by the board of directors. If no designation is made, or if a special meeting is otherwise called, the place of the meeting shall be the registered office of the corporation in the Town of Belmont, State of Vermont.
Section 7.
Notice of Meeting: Written notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be made in by first class mail or telephone, or electronic mail, whichever is more convenient, at least two days in advance of said meeting.
Section 8.
Quorum: At least one-half of the total number of members over the age of eighteen, represented in person, shall constitute a quorum at a meeting of members. Nothing in this section shall be interpreted as denying members under the age of 18 their vote. If less than one-half of the members are represented at a meeting, a majority of the members so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally notified.
Section 9.
Proxies: At all meetings of members, a member may not vote by proxy.
Section 10.
Voting: Any action that is proper for a special meeting may be conducted by written ballot in lieu of a meeting.
Section 11.
Rules: Meetings of members shall be governed by Robert's Rules of Order, Newly Revised (1990).
Article 5. Board of Directors
Section 1.
Powers: The business and affairs of the corporation shall be managed by the board of directors. The board is the policy making arm of Capt. John Warner’s Co., and shall meet on the call of the commander or a majority of the Board.
Section 2.
Number, Tenure, and Qualifications: The board of directors of the Corporation shall consist of five members. Two of these are elected as described and the Commander and Deputy Commanders shall be ex-officio members. Directors shall be elected at an annual meeting of members, and the term of office of each director shall be until the election and qualification of his or her successor. Directors must be members of the Corporation at the time of their election. A quorum shall consist of three members of the Board.
Section 3.
Regular Meetings: A regular meeting of the board of directors shall be held without notice other than this bylaw immediately after and at the same place as the annual meeting of members. The board of directors may provide, by resolution, the time and place for holding additional regular meetings without other notice than such resolution. Additional regular meetings shall be held at the principal office of the corporation in the absence of any designation in the resolution.
Section 4.
Special Meetings: Special meetings of the board of directors may be called by or at the request of the Commander or any two directors, and shall be held at the principal office of the corporation or at such other place as the directors may determine.
Section 5.
Notice: Notice of any special meeting shall be given at least forty-eight (48) hours before the time fixed for the meeting, by written notice delivered personally or mailed to each director at his designated address, or by electronic means.
Section 6.
Quorum: A majority of the number of directors fixed in these bylaws shall constitute a quorum for the transaction of business.
Section 7.
Voting: Any action that is proper for a special meeting may be conducted by written ballot in lieu of a meeting.
Section 8.
Vacancies: Any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
Section 9.
Fees:. The membership meeting in the annual meeting or in a legally convened special meeting shall establish the annual membership fee and other fees as needed to be assessed from the members.
Section 10.
Rules: Meetings of the board of directors shall be governed by Robert's Rules of Order, Newly Revised (1990).
Article 6. Officers
Section 1.
The Officers shall serve as a board of Directors with additional Directors elected by the membership to fill a Board of five.
Section 2:
Officers of Capt. John Warner’s Co., shall be as follows: A) Commander B) Two Deputy Commanders
Section 3.
Vacancies created for any reason shall be filled by the Board.
Section 4.
Election and Term of Office: The officers of the Corporation shall be elected at an annual meeting of the members. Each officer shall hold office until his or her successor has been duly elected and qualified or until his or her death, resignation, or removal in the manner hereinafter provided.
Article 7. Fiscal Year
The fiscal year of the Corporation shall be April 1 to March 30.
Article 8. Amendments
Amendments may be initiated by any member of Capt. John Warner’s Co., in writing at any meeting of the membership and shall be voted on in not less than one week or at the next meeting of the membership.
Article 9. Books and Records
The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, board of directors and committees having and exercising any of the authority of the board of directors, and shall keep at the principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time.
Article 10. Dissolution or Sale of Assets
A two-thirds vote of the membership shall be required to sell or mortgage assets of the corporation not in the regular course of business or to dissolve the corporation. In the event of dissolution, any and all assets of the corporation shall be distributed to a nonprofit organization chosen by the board. No part of the net assets or net earnings of the corporation shall inure to the benefit of or be paid or distributed to an officer, director, member, employee, or donor of the organization.
END OF BY-LAWS
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