MHPG Inc. By Laws



BY-LAWS OF Military History Preservation Group, Incorporated A NON-PROFIT CORPORATION AS AMENDED April, 2020

 

Mission Statement 

Promote and advance historical reenactment in the pursuit of educating the public through interactive hands-on experience by sponsoring, hosting and presenting living history and reenacting events and providing purpose built, dedicated venues and other various resources for this purpose.

 

ARTICLE I: ORGANIZATION


The name of the corporation shall be Military History Preservation Group.

 

ARTICLE II: PURPOSES

 

Section 1. General Purpose

The purpose for which the corporation is formed are those set forth in its Certificate of Incorporation, as from time to time amended, namely to educate through sponsoring, hosting and presenting living history and reenacting events and provide purpose built, dedicated venues and resources to promote historical reenactment and similar associated activities.

 

Section 2. Non-Profit Purpose

 

(a) The corporation is organized exclusively for the education of the public and is a non-profit corporation. No part of the net earnings of the corporation shall inure to the benefit of or be distributed to its members, directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and make payments and distribution in furtherance of the proposes set forth in Article II and the Articles of Incorporation. (b) The corporation shall not engage in the carrying on of propaganda or otherwise attempting to influence legislation, or any initiative or referendum before the public, and the corporation shall not participate in, or intervene in (including by publication or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office. (c) The corporation shall not be operated solely as a social club for the benefit, pleasure, or recreation of its members. (d) Notwithstanding any other provisions of these Articles of Incorporation, the corporation shall not carry on activities or exercise any power or authority in any manner or for any purpose whatsoever which may jeopardize the status of the corporation as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws. (e) The corporation shall be permitted to borrow money to meet specific organizational goals related to obtaining tangible property that has collateral value and can reduce future equipment rental costs. Commitment to borrow must be approved by a ⅔ majority of the total number of the board of directors.  The corporation shall not borrow funds to meet operational requirements.

 

ARTICLE III: MEMBERSHIP

 

Section 1. Membership. 

Membership in the corporation shall be open to any person, partnership, or corporation who is interested in supporting the activities of historical reenactment. 

 

Section 2: Military History Preservation Group is an equal opportunity organization. It does not discriminate based upon an individual’s race, sex, religion, sexual orientation or physical handicap.

 

Section 3: A person is not eligible for membership if he/she has a felony court record, is a member of any organization which advocates the overthrow of the United States Government, belongs to any Communist, Nazi, or any other hate group, or illegal Paramilitary group.

 

Section 4: Military History Preservation Group, Inc. Board of Directors reserves the right to revoke, deny or refuse any membership to any individual based on good cause, a violation of the Articles or by-laws or any act detrimental to the Corporation. The Board of Directors may at any time terminate a membership.  

 

Section 5. Types of membership: For the purpose of distinguishing responsibilities and voting capabilities of various members we will divide membership up into several levels to include; 

(a)Honorary Members 

(b)Basic Members  or simply referred to as “Members”

(c)Senior Members

(d)Life Members



Section 6. Honorary Members

Complementary Honorary Memberships are extended to WWII Veterans and their immediate family members. These members will not have any voting rights in any form within the organization. This is a free membership granted upon the approval by the board.


Cost: Free


Requirements: Can only be awarded by a simple majority vote of the Board of Directors


Benefits: This is a purely honorary title which only grants access to membership content like membership newsletters.


Voting Rights: Not included 


Preferential treatment: Some preferential treatment is granted to honorary members over the General public


Section 7. Basic Members or simply “Members”

A Basic Member is any person age 18 or older who pays the required dues and agrees to follow the Corporation’s by-laws. The membership shall run from January 1st to December 31st of each year, regardless of the actual initial date of membership. Memberships paid after January 1st will be effective immediately and extend through the next membership period.


Cost: $5 a month or $50 for 1 year


Requirements: a basic membership is obtained with 3 months in good standing when paying the monthly rate or apon the immediate purchase of the lump sum yearly membership.


Benefits: The ability to attend minor events including training weekends, work weekends, and small private unit level events hosted on the property. Basic members also have the ability to schedule access to the site either for their own historical projects or to schedule/organize small events for their groups like training events etc… 


Voting Rights: Not Included


Discounts: None


Preferential treatment: Some preferential treatment is granted to Basic Members over the general public (general public include other, non-member, attendees at events.) This preferential treatment applies to resources and facilities. For example; a group of basic members will be more likely to be assigned a bunker or building for sleeping than non member attendees.


Grandfathered members: Members who previously purchased the $50 yearly membership will be grandfathered in at this membership level for the remainder of their years membership. The next renewal will be under these new guidelines.


Laps in membership dues: Membership may be suspended or lost if there is a laps in dues. The revocation of benefits and title is immediate on any such laps and can only be reinstated when the lapsed dues are paid in full, maximum of $15. Maximum to be calculated by the monthly cost multiplied by the minimum number of months required before benefits take effect.



Section 7. Senior Members

A Senior Member is any person age 18 or older who pays the required dues and agrees to follow the Corporation’s by-laws. The membership shall run from January 1st to December 31st of each year, regardless of the actual initial date of membership. Memberships paid after January 1st will be effective immediately and extend through the next membership period.


Cost: $50 a month or $500 for 1 year


Requirements: On purchasing either the full year or the first of the $50 monthly payments, level basic membership status will be granted immediately. After 3 months in good standing or on purchase of a full year the member will be granted Senior Membership and the benefits that come along with that.


Benefits: Full access to MHPG sites and facilities during non event periods. You may come and go as you see fit with the exception of event periods where registration is also required. This will also eventually include the ability to store up to one historical military vehicle on site inside our museum facility (not yet built). This also includes the use of bunkers and buildings for camping purposes during these visits to the MHPG facilities. This also includes the same benefits of Basic Membership which include the ability to attend minor events including training weekends, work weekends, and small private unit level events hosted on the property. Senior Members also have the ability to schedule access to the site either for their own historical projects or to schedule/organize small events for their groups like training events etc…


Voting Rights: Included


Discounts: All Senior Members will be given a 50% discount on event registration fees for events taking place on MHPG grounds where there are registration fees collected.


Preferential treatment: Some preferential treatment is granted to Senior members over basic members and the general public (general public include other, non-member, attendees at events.) This preferential treatment applies to resources and facilities. For example; a group of senior members will be more likely to be assigned a bunker or building for sleeping than non member and lower tier member attendees. They are also granted preference for scheduling of site use over Basic Members.


Laps in membership dues: Membership may be suspended or lost if there is a laps in dues. The revocation of benefits and title is immediate on any such laps and can only be reinstated when the lapsed dues are paid in full, maximum of $150. Maximum to be calculated by the monthly cost multiplied by the minimum number of months required before benefits take effect.


Section 8. Life Members

Life membership is for people who have proven their dedication to fulfilling the purpose of the organization. These are people that have the best interests of the organization at heart and can be trusted to make the more important decisions regarding the direction and future of the organization. These are people who have commited time, energy or their own money to contribute to help fulfill our mission. Life membership is intended as a sort of retirement benefit for members that have committed time and energy to the cause of the non-profit and allow them an easier future.


Cost: $500 or 10 years of Basic Membership in good standing or 1 year of Senior Membership. Failure to remain in good standing suspends the clock for obtaining Life Membership until missing dues are made whole. Life membership status will also be granted to active members also serving on the board of directors for a minimum of 1 full year.


Benefits: Discounted registration fees and the ability to attend small minor events including training weekends, work weekends, and small private unit level events hosted on the property. These benefits last in perpetuity. This does not grant unfettered access to the site.


Voting Rights: Included


Discounts: 50% discount on event registration fees.


Preferential treatment: Some preferential treatment is granted to honorary members over the General public such as non-member event attendees.


Grandfathered Members: No previous Life memberships will be grandfathered over to the new plan. 




 

ARTICLE IV: MEETINGS

 

Section 1. Board Meetings

The Board shall maintain a chat group for all board discussions as well as a dedicated group for recording votes which shall serve as the official minutes. These groups are always in session essentially creating a single board meeting every year which lasts the entirety of that year. New groups will be created or existing groups will be modified to reflect any changes in the membership of the board of directors. Special in person board meetings may also be arranged if needs dictate. These special in person meetings can be called of by any board member.


 

Section 2. Regular meetings (business meetings, local meetings, and committee meetings) Regular meetings comprise operational discussions and will not hold a vote on matters of the corporation.  Dates for regular meetings of the membership of this organization shall be determined annually by the CEO in consultation with the Board of Directors and presented at the Annual Meeting, and they shall be held in person or by web or teleconference or in person.   


Other meetings of the membership to conduct operational discussions and work may be called by officers of the corporation, members of the Board or committee chairmen, as needed, with appropriate notice provided to key meeting participants.  


Section 3. Annual Meeting

The annual meeting will held in January in conjunction with the annual board meeting and consist of the board of directors and Life members. This meeting will be used to vote on the more significant issues that the organization needs to address ranging from the confirmation of board members or the filling of vacant board seats to major financial decisions including compensation for officers and other positions, and any other major issue which has a greater effect on the organization and its direction as a whole.

 

Section 4. Special Meetings

Special meetings of the Board of Directors may be held upon the call of the CEO (see Article VI: Officers) or any two members of the Board and upon forty-eight hours notice, specifying the time, place, and general purpose of the meeting, given to each Director either personally or by telephone or email. Notice of a special meeting may be waived in writing or otherwise. Attendance at any special meeting shall constitute waiver of notice of such meeting. In an emergency situation, defined as affecting health, safety, or critical operations, particularly during the event, prior notice can be waived. Decisions made at Special Board Meetings will be considered emergency in nature and shall require confirmation at the next regularly scheduled Board meeting.  

 

Section 5. Voting Rights of members

  1. Honorary membership is only an honorary title with no voting rights on any matter within the organization.
  2. Basic membership does not include voting rights.
  3. Senior Members shall have (1) vote.
  4. Life Members shall have (1) vote upon approval of their life membership status.

 

Section 6. Quorum

A majority of the whole Board of Directors shall be necessary to constitute a quorum for the transaction of any Board business and the act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless a greater number is required by law, the Articles of Incorporation, or these by-laws.

 

Section 7. Conduct of Meetings

Meetings agendas and relevant accompanying material will be distributed to meeting attendees via electronic means with reasonable lead time for participants to acquaint themselves with the agenda and materials.  Robert’s Rules of Order (Revised), may be invoked by any member with voting rights at a particular meeting.  Otherwise, except insofar as the Articles of Incorporation, these by-laws, or any rule adopted by the Board of Directors or members may otherwise provide Robert’s Rules of Order (Revised) are not strictly required.  

 

Section 8. Action by Consent

Any action required to be taken at a meeting of the Board of Directors may be taken without a meeting if, prior to such action, a consent in writing, setting forth the action so taken shall be signed by all members of the Board and such consent is filed with the minutes of the Board’s proceedings at the next regularly scheduled Board meeting.   

 

Action by consent may be conducted by email and the email communications filed in lieu of physical signatures and must be confirmed at the next regularly scheduled Board meetings.  

 

Section 9. Voting

A designated Officer of the Corporation will determine, prior to each Board meeting, which members are eligible to vote based on current membership and meeting attendance.  A list of members eligible to vote will accompany each agenda or be sent by email or electronic notification no later than 24 hours prior to the meeting. Regular voting will be held by roll call vote (voice vote).

 

Section 11. Meeting Records

The records of regular meetings, including meetings of committees, shall be distributed to the membership by electronic means within a reasonable time after the meeting. Meeting records of regular meetings and committee meetings will be overseen by an officer of the corporation, or committee chairman, respectively, who will ensure an accurate record of the meeting is taken and that the record is distributed to the membership. Meeting records will use the Board-approved template to record decisions made at each meeting.  

 

Section 12. Meeting Records

The records of regular meetings, including meetings of committees, shall be distributed to the membership by electronic means within a reasonable time after the meeting. Meeting records of regular meetings and committee meetings will be overseen by an officer of the corporation, or committee chairman, respectively, who will ensure an accurate record of the meeting is taken and that the record is distributed to the membership. Meeting records will use the Board-approved template to record decisions made at each meeting.  

 

 

ARTICLE V: BOARD OF DIRECTORS

 

Section 1. Membership

The Board of Directors shall be no more than five or less than three in number. Vacancies as well as additions to the Board of directors shall be determined either by a majority vote (75% or more) of the sitting directors or by vote of eligible members during special meetings called for the purpose of filling a vacancy or adding an additional member.


 

Section 2. Duties

The duties of the Board of Directors shall be to conduct the business of the corporation commensurate with the provisions of these by-laws as directed by the corporation. Members of the Board of Directors will attend at least seventy-five percent of Board meetings either in person or by web or teleconference.  Members of the Board of Directors may attend regular operational meetings as needed for their role within the corporation.  

The board acts on behalf of the membership of Military History Preservation Group, Inc. It shall exercise its powers and carry out its fiduciary duties with a sense of objective judgment and independence in the best interests of the corporation. The Board of Directors shall fulfill the following duties:  

(a) Duty of Due Care: Take care of the corporation by ensuring prudent use of all assets, including facility, people, and good will; and provide oversight for all activities that advance the corporation’s effectiveness and sustainability.  

 

(b) Duty of Loyalty:  Make decisions in the best interest of the corporation and the greater community it seeks to serve; not in self interest.  

 

(c) Duty of Obedience: Ensure that the nonprofit obeys applicable laws and acts in accordance with ethical practices; that the corporation adheres to its stated corporate purposes, and that its activities advance its mission.  

 

Section 3. Term of Directors

Each director will hold office indefinitely or unless removed by a majority vote (75% or more) of the board of Directors or by a super majority vote (90% or more) of eligible members. A vote to remove a member of the board may be introduced at any point by any board member or raised at the annual meeting of the regular members. A motion to remove a sitting Director must be proposed at the annual meeting and must be supported by at least 5 other members including at least one sitting board member to move to a vote by the general membership.

 

Section 4. Vacancies and additions

Vacancies as well as additions to the Board of directors shall be determined either by a majority vote of at least 75% of the sitting Directors or by majority vote of eligible members during special meetings called for the purpose of filling a vacancy or adding an additional member.

 

Section 5. Compensation

No Director shall for reason of his or her office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent a Director for receiving any compensation from the organization for duties other than as a Director.

 

ARTICLE VI: OFFICERS


Section 1. Officers and Qualifications

The officers of the corporation shall consist of a Chief Executive Officer (CEO), a Chief Operating Officer (COO), a Chief Financial Officer (CFO), all of who, shall be members of the corporation in good standing.  

 

Section 2. Terms of Office

The officers shall be appointed by a majority vote of the Board of Directors and they shall serve at the sole discretion of the Board of Directors.   

 

Section 3. Vacancies

Whenever any vacancies shall occur in any of the offices of the corporation for any reason, the same may be filled by the Board of Directors at any meeting thereof, and any officer so elected shall hold offices at the sole discretion of the Board of Directors.  

 

Section 4. Removal

Any officer of the corporation may be removed with or without cause, and at any time, by the Board of Directors or members whenever a majority of such shall vote in favor of such removal.  

 

Section 5. Compensation

Compensation for officers will be decided at the annual meeting or by the board of directors upon electing an officer.


Section 6. Conflict of Interest

Every officer or officer candidate has the duty to report any conflict of interest they may have in taking their position or fulfilling their duties. No person, regardless of their membership status or board position, will be allowed a vote in any matter pertaining to their own election or in any matter which may financially benefit them personally.


ARTICLE VII: DUTIES OF OFFICERS

Section 1. Chief Executive Officer (CEO)

The CEO is responsible for day-to-day management of the corporation, leading the development and execution of the corporation’s long term strategy, and ensuring the corporation achieves the outcomes related to its mission. The CEO acts as a direct liaison between the Board and membership and communicates to the Board on behalf of membership. The CEO also serves as primary spokesman on behalf of the corporation to volunteers, Government authorities, other stakeholders and the public. The CEO shall preside at all Board meetings and shall have such powers and duties as these by-laws or the Board of Directors shall prescribe.   


The CEO shall present at each annual meeting of the organization an annual report of the work of the organization. The CEO shall, in consultation with the Board of Directors, appoint all committees, temporary or permanent, and ensure the committees and their chairmen carry out functions as assigned. The CEO shall see all books, reports and certificates required by law are properly kept or filed. The CEO shall be one of the officers who may sign the checks or drafts of the organization. The CEO shall present to the membership at any meetings a summary of communication and correspondence addressed to the CEO of the organization.  


Section 2. Chief Operating Officer (COO)

The COO shall oversee coordination of all support functions of the Corporation. At the direction of the CEO and Board of Directors, the COO manages the corporation’s resources and uses them to create maximum value for the corporation. The COO cascades the corporation’s strategy to the membership and aligns personnel with the corporation’s goals. The COO prioritizes customer, volunteer, and organizational requirements and trains and motivates volunteers to fulfill organizational requirements. The COO shall be the primary representative of the Corporation within the community. The COO shall oversee volunteer recruitment and coordination and ensure the provision of visitor services during public events hosted by the Corporation.  The COO shall oversee communication with media outlets.  The COO shall present to the membership at any meetings a summary of communication and correspondence addressed to the COO of the organization and shall annually provide the membership with a report of the support activities of the organization.  

 

Section 3. Chief Financial Officer (CFO)

The CFO is responsible for managing the financial risks of the corporation, financial planning and record-keeping, as well as financial reporting. The CFO reports to the CEO and to the Board of Directors, and directly assists the COO on all strategic and tactical matters as they relate to budget management, forecasting needs and the securing of new funding. The CFO supervises the finances of the Corporation and is the chief financial spokesperson for the corporation.  The CFO shall oversee the administrative functions of the Corporation and shall exercise all duties incident to the office of CFO.  

 

The CFO shall have the care and custody of all monies belonging to the organization and shall be solely responsible for such monies or securities of the organization. The CFO must be one of the officers who shall sign checks or drafts of the organization. No special fund may be set aside that shall make it unnecessary for the CFO to sign the checks issued upon it. The CFO shall report each month on the financial position of the Corporation and will provide access to the Corporation’s financial records upon request.  The CFO shall also oversee the maintenance and custody of the records of the organization and ensure that any certificate required by any statute, federal or state is filed as required. The CFO shall oversee internal communication and ensure the delivery of notices to members of this organization. The CFO shall ensure the minutes of regular meetings are taken and appropriately filed. The CFO shall present to the membership at any meetings a summary of communication and correspondence addressed to the CFO of the organization and shall annually provide the membership with a report of the financial and administrative activities of the organization.

 

 

Section 4. Other Support Positions as Needed by the Corporation  

The Board of Directors may, by majority vote, add other support positions as needed, with the positions being ex officio positions whose duties are defined by the Board of Directors.

 

(a) Board Secretary: The Board Secretary fosters effective organizational communication through management, distribution and maintenance of important records such as member contact information, meeting minutes and the corporation’s by-laws. As the custodian of the corporation’s records, the Secretary is responsible for maintaining accurate documentation and recordkeeping. ensuring all documents are safely stored and readily accessible in all media employed by the Corporation. Duties may additionally change from time to time as may be assigned to the Secretary by the Board.

 

 

ARTICLE VIII: COMMITTEES


Section 1. Committees 

All committees of this organization shall be formed by the Board of Directors and their chairman appointed by the CEO in consultation with the Board.  

Section 2. Standing Committees. Standing committees shall be determined by Board resolution. Their role and duties shall be described in the by-laws of the corporation.

 

Section 3. Ad Hoc Committees 

Ad hoc committees shall be formed on an as needed basis and dissolved upon completion of their work. Chairmen of ad hoc committees will be appointed by the Board or Officers of the corporation and their roles and duties described in the minutes of the Board of Directors.  

 

 

ARTICLE IX: EXCESSIVE REMUNERATION

 

Any officer of the corporation receiving payments from the corporation as a salary, commission, bonus, interest, rent, or for an entertainment expense by him or her, which payment is disallowed by the Internal Revenue Service in whole or in part as a deductible expense of the corporation in computing its United States income tax, shall be required to reimburse the corporation to the full and complete extent of such disallowance. The Board of Directors shall enforce the payment to the corporation by the officer of each amount disallowed so as to assist the corporation in paying the deficiency and to prevent a decrease in the assets of the corporation resulting from the payment of said deficiency. A majority of the Board of Directors may require or permit the withholding of proportionate amount of future compensation payments made to the officer until the amount owed to the corporation has been recovered. Each officer of the corporation, by accepting election as such officer, thereby agrees to make any repayments to the corporation require by this Article and authorizes the withholding contemplated hereby, if the Board of Directors requires such action.  

 

ARTICLE X: MISCELLANEOUS


Section 1. Fiscal Year 

The Fiscal Year of Military History Preservation Group will be January 1 through December 31.  


Section 2. Execution of Documents 

Unless otherwise ordered by the Board of Directors, all written contracts and other documents entered into by the corporation shall be executed on behalf of the corporation by the CEO, COO, or CFO, and, if required, attested by one of the Executive Officers


Section 3. Representation of Historical Political Movements 

Although historical events are often closely associated with various political ideologies it will always be mandatory to show these only within a historically appropriate context and never in a fashion which would promote them. Military History Preservation Group, Inc. does not promote nor support Nazism, Fascism, or Communism, or any other political view.

 

Section 4. Approval of Extra-Budget Expenditures 

Individual expenditures exceeding $500 that are not enumerated in the Annual Budget as approved by the Board at the Annual meeting, shall be approved by a majority of the Officers of the Corporation. Individual expenditures exceeding $2,000 that are not enumerated in the annual budget will be approved by a majority of the Board of Directors. This provision is suspended during the week of the event for emergency purposes affecting health, safety, or event operations.  

 

ARTICLE XI: AMENDMENTS


Subject to law and the Articles of Incorporation, the power to make, alter, amend or repeal all or any part of these by-laws is vested in the membership of the corporation. The affirmative vote of a majority of all the members shall be necessary to effect any such change in these by-laws.


Conflict of Interest Policy

 

Article I: Purpose 

The purpose of the conflict of interest policy is to protect this corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the corporation 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 II: Definitions 

  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.

 

  1. 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 corporation has a transaction or arrangement, b. A compensation arrangement with the corporation or with any entity or individual with which the corporation 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 corporation 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 III: Procedures 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 arrangement.

 

  1. 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.

 

  1. 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 corporation 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 corporation ‘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.

 

  1. 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 IV: Records 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 was present, and the Board of Directors 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 V: Compensation 

  1. A voting member of the governing board who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member's compensation.

 

  1. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member's compensation.

 

  1. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

 

Article VI: Annual 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 corporation 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 VII: Periodic 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 corporation ‘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 VIII: Use of Outside Experts 

When conducting the periodic reviews as provided for in Article VII, the corporation 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.

 

Committees of the Organization

 

Article I: Purpose 

Committees serve to undertake the business of Military History Preservation Group, Ohio Inc.  

 

Article II: Composition 

Each committee will be made up of no fewer than three individuals, including the committee chair. The members may be as limited or as numerous as is necessary to undertake the responsibilities of the committee. Committee members may be full members of Military History Preservation Group, Inc., honorary members, or volunteers recruited from outside the corporation.

 

Article III: Committees

From time to time the Board may determine that committees are needed.  Additional committees may be added through the procedures described in the corporation’s by-laws.  


Article IV: Committee Meetings 

Committee meetings will take place at a time and frequency determined by the committee chairman in consultation with the CEO or COO. The chair shall ensure that an accurate record of the meeting is made and presented to the membership and Board of Directors within a reasonable amount of time following the committee meeting by electronic media.