The 17th Michigan Volunteer Infantry Regiment

Company E Inc's:

 Corporation Bylaws - 2006 version 

The following are the objectives, Bylaws, and requirements of the 17th Michigan Volunteer Infantry Regiment, Company “E”, a registered, non-profit corporation in the State of Michigan. This organization is organized and operated for the purposes described in Section 501(c)(3) of the Federal Internal Revenue Code.

ARTICLE I: OBJECTIVES

To bring to life the historical aspects of the War Between the States and to promote a fellowship for all those who hold the same interest.

To present the diverse aspects of the life of the American soldier during the mid-nineteenth century. His camp life, uniforms, equipment, actions and battles shall be portrayed as authentically as possible through activities, displays, programs, and living history demonstrations.

To promote and support proper handling of black powder firearms.

To support the second Amendment to the Constitution of the United States of America: “a well regulated militia, being necessary to the security of a free state, the right of the People to keep and bear arms shall not be infringed.”

To perform any other activity consistent with and in pursuit of purposes permitted a corporation exempt from Federal Income Tax under Section 501(c)(3) OF THE Internal Revenue Code of 1986, as amended.

To present the diverse aspects of the life of American Civilians during the War Between the States as authentically as possible through activities displays programs, and living history demonstrations.

ARTICLE II: MEMBERSHIP

SECTION ONE- REQUIREMENTS

Today's 17th Michigan is made up of men and women from all walks of life that share a common interest in the history of the American Civil War and wish to share this interest with the public by re-enacting and/or performing first person impression of a Union soldier, civilian, or a politician.

17th members strive to be as authentic as possible in their appearance before the public whether in uniform or civilian attire.  This requires the member to acquire all the accouterments (i.e. coats, pants, dresses, shoes, hats, etc.) necessary for a proper impression.  New members are expected to obtain the minimum of the necessary items to portray a proper impression within a year.  Due to the cost of the necessary items, members are allowed to acquire the balance of their cloths and equipment over time.

 17th member applicants must:

  • Be at least eighteen (18) years old. *

  • Be of good moral character.

  • Not be a convicted felon.

  • Agree to abide by the laws, rules, and regulations governing the corporation.

  • Agree to present a historically accurate impression of an infantry soldier or civilian of the 1860's.

  • Must be a male to do a military impression.  (There is no documentation of a woman serving in the ranks of the 17th Michigan regiment).

*A member shall be at least eighteen (18) years of age.  However, if the applicant has a parent or legal guardian who is a member and is present at all events attended by the applicant, an applicant of sixteen (16) years or older may participate in the unit's event as a non-voting member.

*An exception to the sixteen (16) years of age minimum is granted to minors (boys) who may participate at an event as a non-combatant (i.e. drummer boy, water carrier, etc.) when accompanied by their parent or legal guardian who is a military member and is present with the boy at all times during the event.  As a non-combatant, the minor will not be permitted to handle weapons.

SECTION TWO – NEW MEMBERS

To become a military or civilian member of the 17th, the applicant must:

Upon completion of these requirements the applicant becomes a non-voting member of the 17th.  Family members under the age of eighteen (18) and living in the same household with the applicant who is their parent or legal guardian may participate with the applicant at events.

 The spouse and other family members over eighteen (18) of the applicant are not members. In order for a family member over eighteen (18) to become a non-voting member they must meet all membership requirements listed above including payment of the $25.00 annual dues. 

Note:  Family members of a 17th member who are eighteen (18) or older and are not members themselves may attend a Civil War event in the status of a "guest" or "spectator".  However as a guest or spectator they cannot take part in the event as a re-enactor.

 To become a voting member, a non-voting member must:

Note: Those non-voting family members who wish to become voting members must meet the above requirements including paying the annual membership due of $25.00.

Upon completion of the above, the non-voting member will be granted voting member status.  As a voting member, the member may vote on Bylaw changes, office elections, and may hold office(s) in the corporation.  All paying members may vote on events and corporate business.

Note: Only voting military members may be considered/nominated for promotion/election to a commissioned (i.e. Captain, Lieutenant), or non-commissioned (i.e. Sergeant, Corporal) officer position.

Voting members, who fail to attend the minimum meeting and/or event requirements, but pay membership dues, will revert to non-voting status until their attendance meets minimum requirements.

New members shall be on a Probationary Non-Voting Status for one year from the date of acceptance or until he or she satisfies the Voting Member requirements (as established in SECTION 3 of this ARTICLE II).

A Probationary Member:

a)  Must have all dues paid.

b)  Wishing to portray an infantry impression must agree to fulfill the Corporation’s Uniform Requirements by the end of the Probationary Period. A description of the Uniform Requirements is appended to these bylaws.

c)  Wishing to portray an infantry impression must agree to attend New Member Orientation Classes or other activities to be conducted by the Corporations Field Officers of special appointed members and/or read and study materials prepared and/or approved by the Trustees for the orientation of new members. The number of classes or other activities or materials will be determined by the Conduct Committee and /or Trustees, but at minimum will consist of:

d)   Wishing to portray a Civilian impression must agree to comply with the guidelines established by the Corporation’s Civilian Impression Coordination Committee. A description of the guidelines is appended to these bylaws.

e)  Wishing to portray a Civilian impression must agree to attend New Member Orientation Classes to be conducted by the Corporation’s Civilian Impression Coordination Committee or special appointed members. The number of classes will be determined by the Conduct Committee, but at minimum will consist of:

SECTION THREE-VOTING MEMBERS

1)  Voting Members of the Corporation shall consist of those members who have paid all dues for the calendar year (as established in SECTION 5 of this ARTICLE II and shall have attend Sanctioned Events of the Corporation (as established in SECTION 1,(4) of ARTICLE IV of these bylaws) within the prior twelve months.   They shall also have attended at least one-third (1/3) of the Official Meetings of the Members of the Corporation (as established in SECTION 1 of ARTICLE V of these bylaws) within the calendar year.  They shall meet the uniform, clothing and equipment requirements.

SECTION FOUR-NON-VOTING MEMBER

   1)  When an individual or group wishes to associate with the Corporation, the Corporation may bestow upon that individual or group a “NON-VOTING” Membership.

   2)  A Non-voting member shall pay annual dues in the same manner as provided in SECTION 5 of this ARTICLE II.

SECTION FIVE-DUES

The initial and annual dues for all members of the corporation shall be $25.00 per year. The dues may be changed from time to time by the affirmative vote of a majority of the Voting Members present in person or by proxy at the Annual meeting of the Members (as established in SECTION 4 of ARTICLE V of these bylaws).

SECTION SIX-CONDUCT OF MEMBERS

While involved in activities of the Corporation, all members are expected to obey all reasonable orders of the Board of Trustees of the Corporation. To conform to all rules, regulations, and standards established by the Board of Trustees and the Committees of the Corporation, and to act in accordance with all local, State, and Federal laws.

SECTION SEVEN-TERMINATION OF MEMBERSHIP

The membership of a member shall terminate upon failure to pay dues. The membership of a member shall also terminate in the event that the Trustees, by a vote of three (3) Trustees upon the recommendation of the Conduct Committee that the member has failed to conduct themselves in accordance with SECTION 6 of this ARTICLE II. A member shall be entitled to receive at least fifteen (15) days prior notice stating that the termination of their membership is to be considered by the Trustees and setting forth the reasons that such termination is to be considered. Such member shall be given the opportunity to appear before the Trustees and respond thereto.

SECTION EIGHT-MEMBERSHIP ROSTER

The Secretary of the Corporation shall keep a roster containing the name and address of each member, and the class to which they belong.

ARTICLE III

SECTION ONE-TRUSTEES

1.) General Powers – All of the authority of the Corporation shall be exercised by or under the direction of the Board of Trustees with the approval of the membership majority. 

2.) The board of Trustees shall be comprised of five (5) voting members serving two (2) year terms.  Elections will be held annually with three (3) members on even years and two (2) members on odd years.  Any voting member may nominate a candidate for Trustee from among the voting members at the September meeting.  The Trustee shall serve beginning at the November annual meeting that year.

3.)  A ballot shall be prepared by the Secretary of the candidates nominated and seconded for the position of Board of Trustees.  The absentee ballot shall be posted in the October newsletter prior to the October meeting.  At the October meeting the Secretary shall distribute the ballots to the voting members.  Candidates will have an opportunity prior to the vote to address the membership.  The Board prior to the voting shall select an election committee of three (3) voting members.  Members of the election committee shall not be current Trustees, candidates for the Board, or related to a candidate.  Upon notice of a Board members resignation from the Board a special election shall be held.  Nominations will be made at the first available meeting with elections at the following meeting.

4.)  Meetings… The Board of Trustees shall meet in regular meetings prior to each meeting of the members of the Corporation.  The President or two (2) Trustees may call a special meeting of the Board of Trustees.

5.) Quorum… Three (3) Trustees are necessary to constitute a quorum for a meeting of the Trustees; provided that whenever less than a quorum is present at any time and place appointed for a meeting of the Board of Trustees, a majority of those present may adjourn the meeting from time to time without notice, other than by announcement at the meeting until a quorum is present.

6.)  Vote… Except where the law or these bylaws otherwise require, the act of three (3) Trustees shall be the act of the Board of Trustee. 

SECTION TWO-COMMITTEES

1.) Conduct Committee… The Board of Trustees shall appoint a Conduct Committee consisting of an uneven number of VOTING MEMBERS. The committee shall consist of at least one VOTING MEMBER who is serving as a Trustee of the Corporation, one VOTING MEMBER who is serving as a Commissioned Officer of the Corporation, one VOTING MEMBER who is serving as a Non-commissioned Officer of the Corporation, and two (2) VOTING MEMBERS who are neither a Trustee nor a Field Officer of the Corporation. The Conduct Committee shall consider from time to time guidelines for authenticity and conduct of members in activities in which the corporation is involved.

2.)  Civilian Impression Coordination Committee… The Board of Trustees shall appoint a Civilian Impression Coordination Committee consisting of an uneven number of VOTING MEMBERS. The committee shall consist of at least one VOTING MEMBER who is serving as a Trustee of the Corporation, one VOTING MEMBER who is portraying a Female Civilian of the Corporation and one VOTING MEMBER who is portraying a Male Civilian of the Corporation The Civilian Impression Coordination Committee shall establish requirements guidelines for members of the Corporation who portray a civilian impression in the Corporation’s activities.

3)  Other Committees… The Board of Trustees may appoint such other advisory committees as it may determine are necessary or desirable.

4)  Actions by Committees… Each committee shall serve at the pleasure of the Board of trustees and shall be subject to the control and direction of the Board of Trustees. All actions by any such committee shall be subject to revision and alteration by the Board of Trustees, provided that any such revision or alteration shall adversely affect no rights of third persons. Any such committee may act by a majority of its members at a meeting or by writing signed by all of its members.

 SECTION THREE-CORPORATE OFFICERS

1)       Officers: The officers of the corporation shall consist of a President, a Recording Secretary, a Treasurer, a Vice President, an Event Coordinator, and such other officers and assistant officers with such duties as the Board of Trustees may from time to time determines.

2)        Election and Term of Office: Each officer of the Corporation shall be elected by the Trustees from among their number and shall hold office at the pleasure of the Trustees.

3)         President: The President shall have such duties as from time to time be required of the President by the Board of Trustees. The President shall preside at all Meetings of the Members and of the Board of Trustees and sign any contracts m notes, deeds, or other papers requiring the President’s signature.

4)        Recording Secretary: The Recording Secretary shall keep minutes of all proceedings of the Meetings of the Members and the Board of Trustees, make proper record of the same and furnish copies of such minutes to the President prior to the next meeting of the Board of Trustees; provide copies of such minutes to the members of the Corporation; sign all bonds, contracts, notes, deeds, and other papers executed by the Corporation requiring such signature; give notice Meetings of Members and Board of Trustees and perform such other and further duties as may from time to time be required by the Board.

5)        Treasurer: The Treasurer shall have general supervision of all finances in accordance with these bylaws and receive and be in charge of all money, bills, notes, deeds, leases, mortgages, insurance policies and similar property belonging to the Corporation. The Treasurer shall do with the same such as may from time to time be required by the Board of trustees. The Treasurer shall cause to be kept adequate and correct accounts of the business transactions of the corporation and on the expiration of the term of office shall turn over to the succeeding Treasurer all property, books, papers and money of the Corporation. The Treasurer shall make at least quarterly reports to the Board of Trustees and shall make an annual report and present the proposed Annual Budget to the Members at the Annual Meeting of the Members.

6)        Vice President: The Vice President shall preside at all meetings of the members and the Board of Trustees in the absence of the President and sign any contracts, deeds, or other papers requiring the Vice President's signature.  The Vice President shall chair committees or sub-committees as designated by the President.  If possible the Vice President shall represent the unit at any event voted upon by the membership in the absence of the President.

7)       Event Coordinator: The Event Coordinator shall attend the January meeting of the Michigan re-enactors to obtain information on potential events in the state.  Obtain and update information of possible events in and outside of Michigan.  Create voting ballots for event selections.  Send necessary membership and registration fees to event sponsors.  Coordinate between military and civilian membership, program of activities for events which the 17th sponsors.  Coordinate between military and civilian membership any requirements necessary for outside events prior to the event.

 SECTION FOUR – ELECTION OF OFFICERS

Field Officers… For purposes of maintaining an orderly presence in the activities of the Corporation and for purposes of accurately portraying the infantry soldier of the War Between the States, the Corporation shall have Field Officers consisting of “Commissioned Officers” and "Non-Commissioned Officers” who shall be elected every year as hereinafter provided.

SECTION FIVE-APPOINTED OFFICES

1.)  Each appointed office shall serve at the pleasure of the Board of Trustees and shall be subject to the control and   direction of the Board of Trustees, These offices are established strictly for the purposed of help and information.

 2.)  Historian… The Board of Trustees shall appoint a Historian from among the VOTING MEMBERS.

 3.) Newsletter Editor… The Board of Trustees shall appoint a Newsletter Editor form among the VOTING MEMBERS. The Newsletter Editor’s responsibility will be to publish a monthly newsletter to be distributed free-of–charge amongst the members of the Corporation and other parties that the Board of Trustees shall designate. The Editor will be reimbursed by the Corporation for all expenses incurred and the cost of publishing and distributing the newsletter shall be provided for in the Annual Budget.

SECTION SIX - REMOVAL OF TRUSTEES

1.)   A Trustee may be removed by a vote of two-thirds (2/3) of the VOTING MEMBERS present in person or by proxy at a meeting of the Members, providing that a member is entitled to vote in the election of such Trustee, if such removal is first recommended in writing by at least 20% of the total number of VOTING MEMBERS. Any such Trustee shall be entitled to receive at least 15 days prior notice stating that their removal is to be considered by the VOTING MEMBERS, and any such Trustee shall be given the opportunity to appear before the Members and respond thereto. At any such meeting at which a Trustee is removed, the VOTING MEMBERS entitled to vote thereon shall act to fill the vacancy so created for the un-expired term thereof.

2)    If a Trustee resigns from office, the Trustee next in the line of command shall assume the responsibilities of the vacated office until a special election is held. 

ARTICLE IV: CORPORATION ACTIVITIES

 SECTION ONE-EVENTS

1.)  All Corporation activities are open to the general public. However, individuals or groups, who are not members of the Corporation wishing to participate, must be either a member of the 17th Michigan or affiliated with another recognized re-enactor group. The Conduct Committee has the right to approve the guest.

2.) The Corporation shall uphold the idea of family participation and keep this idea within the framework of corporation activities.

3.) The Board of Trustees shall keep the members of the Corporation informed of all invitations, correspondence, and information pertaining to activities in which the Corporation may become involved. This information shall be brought before the members at either the Meeting of the Members or through the newsletter.

4.) The Board of Trustees shall submit a written proposed schedule of activities to the members of the Corporation, on a yearly basis, before the end of February at a Meeting of the Members. The activities will then be voted upon by all members present to establish the Corporation’s Sanctioned Effort Events.

5.) The members who voted for the events will determine the number of sanctioned events for the year and will also determine the number of sanctioned events needed to be attended for voting member status.

 ARTICLE V: MEETINGS OF THE MEMBERS

 SECTION ONE-REQUIRED MEETING

1)  Winter Meeting: Shall be scheduled sometime in either January of February. The main objectives of this meeting are to establish the Corporation’s “Schedule of Activities” including “SANCTIONED EVENTS” for the upcoming calendar year. The schedule may be modified from time to time at a later date, at a Meeting of the Members, in the same manner as provided in SECTION ONE, 4. Of ARTICLE IV of these bylaws.

2)  Spring Meeting: Shall be scheduled prior to the first “SANCTIONED EVENT” of the calendar year. The main objective of this meeting is to update the members regarding the “Schedule of Activities” of the Corporation for the upcoming calendar year.

3)  Autumn Meeting: Shall be scheduled sometime in September.  The main objective of this meeting is to nominate candidates for Board of Trustees.

4)  October meeting: Shall be scheduled sometime in early October.  The primary purpose of this meeting is the election of those positions on the board of Trustees that have expired, and to nominate Field Officers.

5)  Annual meeting: Shall be scheduled sometime in November. The outgoing Board of Trustees will make their Annual Report and submit a proposed Annual Operating Budget for the upcoming calendar year to the members of the Corporation.  Field Officers will be elected at this meeting. All related activities detailed in these bylaws, as taking place at the Annual Meeting would take place at this meeting.

6)  The board of Trustees shall also schedule a minimum of two (2) additional Meetings of the Members during the calendar year.

 SECTION TWO- SPECIAL MEETINGS

Special Meetings of the Members may be called by the President, or in the case of the Presidents absence, death, or disability, the Vice-President, or the Board of Trustees by action at a meeting, or the majority of the Trustees acting without a meeting, and shall be called by the Secretary upon written request of 25% or more of the Members. Any such request for a special meeting by Members shall state the purposes of the meeting.

 SECTION THREE-RULES GOVERNING MEETINGS

All meetings of the Corporation shall be conducted in accordance with these bylaws and the rules of order established in Robert’s’ Rules of Order by General Henry M. Roberts.

 SECTION FOUR- NOTICE OF MEETINGS

A schedule of meetings shall be published at the annual meeting in November.  The official publications are (1) Stonewall Dispatch,  (2) 17th Michigan Web site and will state the date and time of the meetings.  Any changes will be noted in the newsletter and Web site.

SECTION FIVE-PLACE OF MEETINGS

Any Meeting of the Members may be held at such place within or without the State of Michigan as is specified in the notice of such meeting.

 SECTION SIX-QUORUM

A simple majority (51%) of the total number of VOTING MEMBERS present with a minimum of twenty-one (21) members shall constitute a quorum.  If a quorum is not obtained then decisions reached by members present shall be considered tentative and not binding.  Tentative decisions made at a meeting of the members where there is no quorum shall be published in the next regular scheduled meeting of members.  Tentative decisions so made and published may be approved by a vote of 51% of the voting members present at the next regular scheduled meeting of the members whether there is a quorum or not.

 SECTION SEVEN- PROXIES

VOTING MEMBERS may vote at Meetings of the Members by a proxy in writing and signed by the person making the appointment; however, the person appointed as a proxy must be a VOTING MEMBER. The presence of VOTING MEMBER at a meeting shall not operate to revoke a proxy unless and until notice of such revocation is given to the Corporation in writing or in open meeting.

 ARTICLE VI: CORPORATION AFFILIATIONS

 SECTION ONE-PRECEDENCE

At such time as the Corporation becomes affiliated with another National or Local organization, the Corporation shall abide by the laws and respect the ideas of the other organization. If for any reason, a conflict arises between the rules or bylaws of the other organization and those of the Corporation, the matter shall be resolved in a manner best suited to the interests of the Corporation.

ARTICLE VII: CORPORATE EQUIPMENT

SECTION ONE-POSSESSION

1)  The equipment purchased by the Corporation for the Corporations use belongs to the Corporation.

 SECTION TWO-RECORD KEEPING

1)  The Quartermaster shall keep a running report on the amount and condition of all equipment. He shall supply the Board of Trustees with a list and status report of all Corporation equipment for their records.

2)  The Quartermaster shall also be responsible for keeping an up-to-date book of equipment and uniform catalogs for use of the membership.

3)  Any member may use any piece of Corporation equipment by checking it out through the Quartermaster.

a) The member must sign for and be responsible for the maintenance and return of the item(s).

b)  Equipment is not available for checkout if it is in need of repair or if the Corporation is using it at an activity.

 SECTION THREE-DISSOLUTION

Upon the dissolution of the Corporation, the Trustees shall, after paying or making provision for payment of all of the liabilities of the Corporation, dispose of all the assets of the Corporation exclusively for the purpose of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes at the time qualify as an exempt organization or organizations under Section 501 (c) (3) of the Internal Revenue Code of 1986 ( or the corresponding provision of the future United States Internal Revenue Law), as the Trustees shall determine.

ARTICLE VIII: CORPORATE FUNDS

 SECTION ONE-EXPENDITURES

1)   The Board of Trustees shall present an Operating Budget to the membership for the upcoming calendar year at the Annual Meeting of the Members. The budget must be approved in the same manner as provided for in SECTION SIX of ARTICLE V of these bylaws.

2) The board of Trustees shall have the discretion to approve expenditures exceeding those or not provided for in the Operating Budget, provided that they do no exceed $100.00. Amounts exceeding $100.00 must be brought before the membership at a Meeting of the Members. The expenditure must be approved in the same manner as provided for in SECTION SIX of ARTICLE V of these bylaws.

3)   A quorum of the Trustees must authorize all disbursements of corporate funds.

4)  No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its shareholders, directors, officers, or other appropriate person, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth in ARTICLE I hereof. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including publishing of or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these Articles, the Corporation shall not carry on any other activities not permitted to be carried on:

a)  By a corporation exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1986  (or the corresponding provision of any future United States Internal Revenue Law).

b) By a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).

SECTION TWO-ANNUAL AUDIT

Audit Committee… A member who is not a corporate officer shall annually review the books and records of the Corporation and report thereon to the members. The Treasurer shall make the books and records of account available for inspection by any member at the Annual Meeting of the Members. 

ARTICLE IX: INDEMNIFICATION OF TRUSTEES, CORPORATION OFFICERS AND FIELD OFFICERS OF THE CORPORATION

The Corporation shall, and does hereby, indemnify any Trustee, Corporate Officer, Field Officer, Member and all losses, liabilities, damages, and expenses, including attorney’s fees, judgments, fines, and amounts paid in settlement incurred by such person, in connection with any claim, action, suit, or precedent, whether civil, criminal, administrative, or investigative, including any action by or in the right of the Corporation.

The indemnification provided by this ARTICLE IX shall not be deemed exclusive of any other rights tow which any person seeking indemnification may be entitled under the Article of Incorporation, these bylaws or any agreement, vote of Members or disinterested Trustees, or otherwise, both as to action in such person’s official capacity and as to a person who has ceased to be a Trustee or officer shall incur to the benefit of the heirs, executors, and administrator of such a person.

A Trustee, Corporate Officer, or Field Officer of the Corporation shall not be held personally liable to the Corporation or its shareholders or menders for the monetary damages for breach of the volunteer Trustees fiduciary duty, except for liability:

  1. For any breach of the volunteer Trustees’ duty of Loyalty to the Corporation or its shareholders of members.

  2. For acts or omissions not in good faith or that involve intentional misconduct or knowing violation of the law.

  3. For a violation of Section 551(1) of the Michigan Non-Profit Corporation Act.

  4. For any transaction from which the volunteer Trustee received an improper personal benefit.

  5. For any acts or omissions occurring before the date of filing of this document; and

  6. For any acts or omissions that a grossly negligent.

If the Michigan Non-Profit Corporation Act is hereafter amended to authorize the further elimination or limitation of the liability of directors of non-profit corporations, then the liability of a director of the Corporation (in addition to the elimination and limitation of personal liability contained in the ARTICLE) shall be eliminated to the fullest extent permitted by the Michigan Non-Profit Corporation Act as so amended, except to the extent such limitation of liability is inconsistent with the status of the Corporation as an organization described in Section 501(c )(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United states Revenue Law). No amendment or repeal of this ARTICLE shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to the effective date of any such amendment or appeal.

 ARTICLE X: AMENDMENTS

The Corporation shall maintain the right to change, alter, or amend these bylaws when the Corporation deems it necessary. The procedure is as follows:

1)    A VOTING MEMBER or VOTING MEMBERS shall submit the proposed change to the board of Trustees in writing.

2)   The Board of Trustees shall present the proposed change at the next Meeting of the Members.

3)   The VOTING MEMBER (S) shall be prepared to entertain discussion and answer questions regarding the purposed change.

4)   After the proposal has been made, discussion brought, and entered into the minutes of the meeting, no further action shall be taken until the next Meeting of the Members.

5)   At the next Meeting of the Members a vote shall be taken.  An affirmative vote as outlined in ARTICLE V, SECTION 6 is required to change these bylaws.

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