Bylaws of the U.S. 2nd Ranger Infantry Battalion of St. Louis, Inc.

Our bylaws are currently in the process of being rewritten due to changes in the organization's structure. Until the new bylaws can be agreed upon the bylaws declared below will stand; however, due to the nature of the bylaws below and some potential legal issues with the wording and conflicts with NonProfit Rules and Regulations some bylaws may be subject to immediate revision.

Article 1 | Name

The official name of the corporation is:

U.S. 2nd Ranger Infantry Battalion of St. Louis, Inc.

Hereinafter referred to as the “Rangers” or “Unit” or "Company".

Article 2 | Purpose

The Rangers are a not for profit group of historians and living history enthusiasts whose purpose is to educate the public on and preserve the history of the Second World War. We do this by respectfully portraying World War II soldiers during battle reenactments, living history events, educational displays, and by collecting and preserving memorabilia of the era.

The Unit provides for its members a means to do this, thereby keeping alive the history of all nations who fought for freedom. We endeavor to seek greater authenticity in the presentation of our activities. We strive to foster greater interest in the history of the Second World War, and particularly Ranger history, by educating the general public through active public relations. We honor all veterans of the United States Armed Forces.

Article 3 | Unit Structure

The unit is to be run with the military structure and courtesies as used during WWII only during WWII events. At all other times the unit will be run as a corporation with all decisions pertaining to business plans, rules, finances, rank structures, promotions and other matters being decided by a board of directors.

Article 4 | Membership

The membership term is from January 1st through December 31st. Membership in the Rangers is open to all individuals regardless of their race, sex, religion, or physical challenge.

The Rangers must be your primary reenacting unit and you must live within a 2-hour radius of St. Louis.

A member may not have in the past, or may not while a member, advocate illegal activities, or be a member of any organization that advocates violence or the overthrow of the United States government.

A member will not promote any political agenda while representing the Rangers.

No member shall profit materially from being a member of the Rangers.

All members must attend at least two (2) events per year.

All members must pay the required annual dues.

All members must comply with the bylaws and any other written rules and/or regulations including those on authenticity and safety.

All members must adheres to the safety rules and take any required safety training.

The four types of members are:

Junior Member

A junior member is anyone between 16 and 18 years old who desires to join the Rangers and:

  1. Has completed the required documents and interview (including written permission from the minor's parent or guardian).
  2. Is actively acquiring the equipment as required.
  3. Has submitted the completed Ranger age consent form to the unit.

Recruit

A recruit is any person over 18 years old who desires to join the Rangers and:

  1. Has completed the required documents and interview.
  2. Is actively acquiring the equipment as required.
  3. Adheres to the safety rules and takes any required safety training.

Regular Member

A regular member is over 18 years old:

  1. Has completed the required documents.
  2. Has completed at least one year as a Recruit or Junior Member.
  3. Has no safety violations.
  4. Has had his/her conduct approved by the Board of Directors.
  5. Has acquired the equipment required by the authenticity committee.
  6. Works on at least one volunteer job for the unit per year.

Article 5 | Members Rights

All Rangers are entitled to the following:

  1. The right to wear the Ranger insignia.
  2. A yearly membership card.
  3. A copy of the latest Safety and Authenticity rules, Bylaws and other unit rules - which are also posted at the website.
  4. A copy of the Ranger history - which is also posted at the website.
  5. The right to attend all Ranger events, general meetings, and board meetings.
  6. Regular members have the right to vote on Ranger issues that are put before the entire unit.
  7. The right to appeal any decision by the membership that will forfeit their membership.

Article 6 | Discharging of Members

Any member may be discharged from the unit for conduct discrediting to the Rangers, unlawful acts, unlawful acts with a firearm, theft, disrespect of a veteran of the U.S. armed services, threats of violence against any member of the unit, safety violations, or for violation of the units bylaws or persistent violation of board approved rules. If at least 6 members propose in writing discharging a member the board will put the issue to a vote within 30 days. A yes vote of 2/3rds of the total regular members will discharge the member. Any discharged member may, after 60 days, appeal their discharge again to the total regular membership. If 2/3rds of the total regular members vote to discharge then the ruling will stand. Any discharged member will not be eligible for any refund, in part or whole, of any dues paid.

Article 7 | Dues

The members shall determine by a 2/3’s majority vote, as long as quorum for a General Membership meeting has been first established, the amount of dues. Dues are due on January 1st of each year and past due on the last day of February. Past due members may be dropped from the Rangers and loose all or some field rank. Any Ranger who serves on active duty in the United States Armed Forces for more than 3 months during a year will not have to pay dues for that year.

Article 8 | Compensations

Members will not receive compensation for their duties or a tax receipt for their dues, but may get reimbursements for legitimate board authorized expenses if a receipt is presented to the Treasurer. No loan or other indebtedness shall be contracted by any member on behalf of the unit unless authorized by a vote of the general membership.

Article 9 | Meetings

There must be at least 3 board members present to hold a General Membership, Board of Directors or unscheduled General Membership meeting. A General Membership Meeting quorum shall consist of 50% of Active members plus one. The list of Active members shall be maintained by the Board Secretary.

This quorum shall be sufficient to conduct all Business required.

  1. A General Membership Meeting will be held each year in January or February. Notice of the meeting will be made to all members at least 4 weeks ahead of time.
  2. The Board of Directors will meet at least 3 times a year. The board may invite any member to the meetings and any committees who should report will be prepared to report. After board business is done the meeting will be opened for discussion by regular members. Minutes will be kept and made available upon request to any member.
  3. An unscheduled General Membership Meeting may be held if the board agrees there is an unusual need. Every effort will be made to inform all members as far in advance as possible.

Article 10 | Board of Directors

Duties

The board is responsible to the membership to enforce and protect the bylaws and any rules the committees, after board approval, may enact.

They will protect the Ranger name, reputation, and heritage.

They will work collectively to better the unit and be receptive to the member’s ideas.

Business, rules and affairs of the unit will be managed by a simple majority consensus of the board of directors.

The board will initiate and dissolve all committees.

The board will ensure the safekeeping of all unit monies and maintain a list of all property owned by the unit whether acquired through purchase, dues or donation.

Board members will make every effort to attend every board meeting.

All board members will also serve as the Corporate Officers.

Any board member who is leaving office for any reason will give any and all unit records, contracts, property and statements to another board member.

Number and Terms

There are 5 directors: the President, Vice President, Assistant Vice President, Secretary, and Treasurer. They will be elected at the general membership meeting to serve two years and may run for reelection.

The President, Secretary, and Treasurer will be elected on even numbered years.

The Vice President and Assistant Vice President will be elected on odd numbered years.

Qualifications

All directors must be members of the Rangers and have their dues paid in full.

All directors must have been a regular member for at least 24 months prior to the date of the election.

Election or appointment to the board will be without regard to rank. Members will not get promoted or demoted for joining or leaving the board.

Resignations and Vacancies

Resignation from the board must be done in writing and given to another board member.

Any board member leaving the board will comply with federal and state laws.

Any vacancy on the board will be filled by the board appointing an interim member from the body of eligible members.

If the term is more than one year a general election will be held.

If a board member is elected to another board position there will be an election within two months to fill the vacant job.

Candidacy for Office

To be considered for a board position a member must submit his/her intention to the board, stating which position is desired, at least 3 weeks prior to the general membership meeting. The board will ensure the qualifications have been met and then the board will enter the members name on the ballot. Whoever receives the most votes shall be the new board member. In the case of a tie the President will decide the outcome. New board members will take office March 1st.

Discharging of Directors

Board members may be removed from the board for failing to perform their duties using the same method as discharging regular members.

In exceptional circumstances Board Members may be subject to Missouri's 'At Will' clause for termination and may be terminated from the board without notice and without reason. This is a reciprocal clause and Board Members may quit and resign their position at any time without notice and without reason. However, in both situations a written notice is preferred.

Board Member Descriptions:

Board Member descriptions and positions may be updated and/or removed and/or added to at the discretion of the Board.

President

The President will chair all general and board meetings.

The President will be responsible to the membership to ensure safekeeping and timely execution of all unit records, bills and contracts.

The President will sign all deeds, mortgages, bonds, contracts and other instruments the board has authorized to be executed.

The President will prepare a list of board duties not listed here, solicit board members to do those duties, and ensure board members are fulfilling the duties.

When a board decision is needed the President will initiate a vote on the matter. The President’s vote will act as a tiebreaker in any board votes.

Vice President

The Vice President will assume all of the president’s duties if the President is not available.

The Vice President will monitor the progress of the committees and ensure a timely report from them.

Assistant Vice President

The Assistant Vice President will ensure the list of the unit’s property, as kept by the Treasurer, is correct.

The Assistant Vice President will also compile a Ranger handbook, ensure all members have one, and keep it up to date.

Secretary

The Secretary will keep the minutes of all meetings, correct the minutes when needed, and read them back as needed.

The Secretary will keep records of all members and compile a roster for member distribution.

The Secretary will keep and ensure all minors have completed the proper documents.

Treasurer

The Treasurer will have charge and custody, and be responsible for, all funds and property of the unit, receive and give receipts for monies and property, deposit all money in the name of the unit in the units bank, and pay the units debts, as directed by the board, in a timely manner.

The Treasurer will report to the members at the board meetings and at the general membership meetings the state of the finances.

The Treasurer will ensure that all bank accounts shall have the President, Vice President, and Treasurer as signatories and that the full board is notified as to the name and location of the banks, the account numbers and signatories on the accounts. Copies of bank statements will be available to any board member.

The Treasurer will be responsible for paying the insurance of the unit.

Article 11 | Voting

Ballots for positions on the board and other matters will be prepared by the board and distributed at the general membership meeting. All ballots must be tabulated by one board member and one regular member independently. The board may establish a system of mailing ballots for the purpose of absentee voting. Only regular members may vote.

Article 12 | Expenditures of Funds

Any director may authorize the Treasurer to pay up to $100 per year for general operating items such as postage, advertising fees, and event supplies. The total for these general operating items will be read at the General Membership meeting.

Any amount over $100 are subject to additional approval outlined below:

  1. Expenditures over $100 but less than $600 will require 3 Board members to authorize the transaction and the Treasurer will read the expenditure, and those authorizing the expenditure, at the next annual general membership meeting.
  2. Expenditures over $600 will require 4 Board members to authorize the transaction and the Treasurer will read the expenditure, and those authorizing the expenditure, at the next annual general membership meeting.
  3. Any donations made to the Company will be read at the General Membership meeting.

Article 13 | Gifts

Any member may accept, on behalf of the unit, any contributions, donations, bequest, property or item. Checks must be made out to “2nd Rangers of St. Louis”. Cash may only be accepted in the presence of 2 members and must be turned over to the treasurer as soon as possible. Items will be entered onto the property list kept by the board within 3 days. Tax-deductible donation forms can only be issued by the Board and must be approved by the President before acceptance and receipt issue.

Article 14 | Changes to the Bylaws

When a member, including a board member, recognizes the need for a bylaws change the proposed change will first be submitted to a board member for consultation. Then the member must get 6 members, other than himself, to endorse the change. The board will then put the proposal on the ballot form, provided it is submitted at least 3 weeks before the general membership meeting. It will then be voted on at the general membership meeting. If 2/3rds of the total regular members present at the General Membership meeting quorum first having been established vote yes, the change will take effect March 1st.

Article 15 | Unit Dissolution

A simple majority vote of all elected directors and a yes vote of 2/3rds of the regular members is required to dissolve the Rangers. No member will in any way profit from dissolution. Any unused grant money will be returned to the grantor - if legal to do so. All other property, equipment, money and assets, historical or otherwise, will be donated, on the day of dissolution to a Federally approved inheritor.

All papers pertaining to the unit will be gathered and entrusted to any member who volunteers to keep them.

All Federal and State laws will be complied with.

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