The American Civil War Society Ltd
BYE-LAWS

1. General

1. The name of the organisation is THE AMERICAN CIVIL WAR SOCIETY LIMITED (a Company Limited by Guarantee Registered Number 2610962 England) as registered at Companies House and the Business Names Registry, hereinafter called ‘The Company’.
2. The Aims of the Company are: -
   1. to organise, conduct and present historical displays, battle and/or living history re-enactments, costume balls or other presentations depicting various aspects of the American Civil War 1861 to 1865 and its environs.
   2. to produce films, videos and other artwork and/or to publish books papers pictures and articles of an historical and/or educational nature.
   3. Through these main activities to provide entertainment and interest for both Members of the Company and the public, to assist in the preservation or restoration of historical sites and battlefield monuments and to help raise money and support for charitable or other good causes.
   4. Additionally this Society declares it is a blackpowder/gunpowder using Society in its historical impressions and interpretations, limited to the ages of and use of weaponry from the flintlock (for the purposes of the American Indian and Revolutionary Wars only and later) and percussion periods of military history and/or any military weaponry in use during the period of the American Civil War 1861 to 1865.     (Added AGM Dec-2008)
3. The Company shall be non-profit making and all funds accruing to the Company shall be used for the purposes of furthering the aims of the company set out in paragraph A2 above and/or as authorised by the Memorandum and Articles of Association of the Company, by a General Meeting thereof or by resolution of the Board of Directors.
4. The Bye Laws and Rules of the Company are ancillary to the Memorandum and Articles of Association of the company and where any difference or contradiction arises then the Memorandum and Articles of Association take precedence.
5. Directorships and any other posts to which Members may be elected, co-opted or otherwise appointed shall be Honorary. The expenses and disbursements of such functionaries, if legitimately incurred in connection with their duties and if claimed, shall be paid from Company funds and proper and valid receipts provided for such expenses so paid for accountability. Expenses and disbursements in furtherance of Company business incurred by other Company Members or by any other persons or bodies acting on Company business by order or authority of the Board of Directors shall be paid, if claimed for, from Company funds in such manner and proportion as may have been arranged between the person(s)/body concerned and the Board of Directors. It shall be a principle of the Company’s operation that no Member shall otherwise receive financial reward or profit from the Company or as a result of its activities, (save and except where expressly authorised by the Company at a General Meeting or by the Board of Directors and then only in furtherance of the Aims and Objectives of the company).
6. The Company shall have no political affiliations.
7. In the event of the Company ceasing to exist for whatever reason, after the settlement of any outstanding liabilities and debts, all remaining assets shall be distributed in accordance with the provisions of the Companies Acts unless the Members by a simple majority at a General Meeting resolve that such balance is distributed to such Military and/or historical charities or purposes as they may then resolve.
8. The day to day running and management of the Company shall be the responsibility of and shall be invested in the Board of Directors.
9. All Company correspondence shall (save where otherwise directed) be sent to the designated Post Office Box of the Company or such other address as the Directors may decide and advise the Membership.
10. All re-enactments and events presented by the Company shall take place in accordance with the current Code of Conduct issued by the Health and Safety Executive and other relevant legislation and subordinate rules and regulations applicable.
11. Every unit commander, staff officer, officer and NCO and Director shall be supplied with a copy of the Company’s code of Conduct for Battle re-enactments as approved by the Health & Safety Executive.
12. A full list of Company official shall be published at least annually in the Company’s Newsletter.

2. Membership

1. Membership of the Company will not be refused on grounds of race, creed, colour, religion or sex although some restrictions may be imposed on the grounds of historical precedent relating to re-enacting matters.
2. No person under the age of 14 years shall be permitted to become a Member of the Company .Save in exceptional circumstances and as authorised by the Board of Directors and/or a General Meeting persons under the age of 16 years shall be required to take a non-combatant role. Persons under 18 years will be required to have and produce the consent of a parent or guardian. All members shall sign the Company’s form of Indemnity on joining or re-joining the Company. Members children aged 7 to 13 years may be permitted to participate in the Company’s Junior Units.
3. No applicant shall be considered for membership of the Company unless and until there has been deposited with the Membership Secretary a signed and fully completed Membership application form in the Company’s current form and paid the required Membership fee. Acceptance of membership is discretionary to the Company, usually is for one calendar year or part of a year at a time (unless otherwise determined at a General Meeting or by the Board of Directors) and is signified by issue of a current valid Membership Card. No new member shall be allocated to a particular unit until their application has been accepted by the Member Commanding that Unit.
4. The Board of Directors may reject an application for Membership without any reason or explanation or refuse a new Member membership of a particular Unit. Refusal or transfer of a Membership renewal must be notified in advance to the unit commanders affected and must be accompanied with an explanation.
5. Memberships will fall due for renewal on 1^st January each year. Any current Member failing to deposit with the Membership Secretary their membership renewal and appropriate fee by 31^st January of the relevant year may lose any military rank they may hold and may have their Membership renewal request treated as a New application at the discretion of the Board of Directors.
6. Each Member shall be entitled to such issues of the Company’s Newsletter or Magazine as may be produced and issued during the period of the relevant year for which the Member has so joined, and to draw such ammunition (if licensed and authorised for the same) as may be issued by the designated Company Explosives/Safety Officer(s) for use at the Company’s events.
7. Every member shall be entitled to vote at a General Meeting. After a member has been such for no less than 6 months that member may stand for election to a Company office or position provided always that candidate is adequately and properly qualified for the post in question (and/or trained as necessary in the case of a specialist or technical office or position).
8. The Annual Membership fee for any given year shall be decided at the Company's Annual General Meeting held immediately prior to the year in question. There shall be Individual, Couple, Single Parent Family and Family Memberships. A Couple is defined as two married or Common Law Partners living in the same household. A Single Parent Family is defined as one Parent, plus any Children living in the same household. A Family is defined as any number of members of the same family living in the same household.     [Amended Nov-2003]
9. A Registration Fee will, at the discretion of the Board of Directors, be levied at each event or re-enactment of the Company from all Members and Guests at the event, no matter where they camp or what they do. The minimum and maximum such registration fee shall be decided by the Board of Directors. A Family Membership Group, including Guest families, will never pay more than double the Registration Fee at an event.    (Amended AGM Nov-1998 & Dec-1999)
10. All Members shall be subject to and shall abide by the Rules and Bye Laws of the Company as laid down by the Board of Directors and as approved by a General Meeting of the Company.
11. No person body or group shall be permitted to take part in any Company event or activity unless they are Members of the Company or have been permitted to take part by express authority of the Board of Directors which must be obtained in advance.
12. The liability of Members of the Company is, in accordance with its Memorandum and Articles of Association, limited. Every Company Member shall on joining the company undertake to contribute such amount as may be required on demand (not to exceed £10 on any one occasion) to the Company’s assets if it should be wound up or dissolved whilst that person is a Member, for payment of the Company’s debts and liabilities and of the costs charges and expenses of such winding-up/dissolution, and for the adjustment of the rights of the contributors among themselves.

3. General Meetings

   Subject to the Companies Acts and to the Memorandum and Articles of Association of the Company: -

1. An Annual General Meeting of the Company shall be held once every calendar year. Non members shall not be permitted to attend, except with the prior approval of the Board of Directors. Each member shall receive at least 21 days notice of any General Meeting (proof of posting to the current address of such Member as advised to the Membership Secretary being sufficient evidence of receipt of such notice) together with a copy of the proposed agenda/nature of the business to be transacted. Any matters of an important nature which arise and are not contained in the Agenda must become the subject of a further General Meeting.
2. No alteration or addition to the Rules or Bye Laws of the Company may be made except by a simple majority vote at a General Meeting of those Members present and voting together with proxy votes in accordance with the Company’s Articles of Association. The Chairman shall have an extra casting vote in the event of a tie. Voting by those present at the Meeting may be by show of hands of by secret ballot either by the resolution of the meeting or by direction of the Board of Directors.
3. All proposals put before any General Meeting of the Company shall only be passed by a majority vote of those members present and voting together with proxy votes as in Clause 2.
4. In the event of there being more than one candidate for an elected office duly nominated, seconded and who has agreed to stand as such candidate in writing and received by the Secretary prior to issue of the Notice of the Meeting the person who shall be elected shall have the greatest number of the valid votes cast or if two or more candidates tie with a majority of such votes the vote shall be taken again immediately between only those tied votes candidates and if there shall still be a tie the Chairman of the meeting shall use a casting vote to decide the issue.

4. Board of Directors

1. The Board of Directors shall be elected annually at the Annual General Meeting and all Directors shall, on being elected, undertake to resign if not re-elected at the next following Annual General Meeting. To be elected and during office a Director must be a member of the Company. The Board of Directors will consist of not less than Chairman, Secretary and Treasurer.
2. The Directors are empowered to run, administrate and make decisions on behalf of the Company and to uphold Company standards in accordance with these Rules and Bye Laws and to ensure the safe, efficient and legal operation of the Company within the Companies Acts and other relevant legislation. The Board of Directors shall appoint or dismiss Members to or from non-elected positions within the organisation, and have the principal authority to negotiate or conduct relations with any persons or bodies external to the Company and to conduct financial matters on the Company’s behalf.
3. Half or more of the Board of Directors shall constitute a quorum and the Board of Directors shall not have power to co-opt a greater number of non-executive Directors than the number of official Directors posts set out in Appendix 1 hereto.
4. Non-Directors (whether ordinary Members or other guests) may attend Board Meetings only by the permission and prior approval of a majority of the Directors.
5. The Board of Directors shall consist of some or all of the Directors posts referred to in Appendix 1 hereto. It is not mandatory for the posts in Part A of Appendix 1 to be Directors (other than Chairman, Secretary and Treasurer) and such posts can be filled by persons within Part B (Other Officials) and/or treated as such.
6. Proposals put before valid meetings of the Board of Directors shall be passed by a majority vote of those Directors present including due allowance for the Chairman’s additional casting vote (see appendix 1).
7. Directors are required to give no less than 28 days notice in writing to the Chairman or Company Secretary of their intention to resign. Under such circumstances, if not falling at or on the Annual General Meeting, the Board of Directors shall be entitled to co-opt a replacement to hold office until the next General Meeting.
8. Retiring Directors and other office holders shall ensure that they shall be available for consultation and for assistance to their replacement Director/office holder until their assistance is no longer needed by the new Director or other office holders or 6 months from the replacement whichever is the sooner.
9. The Retiring Director is to retire and cease to hold office either at the expiry of the resignation period as above or on failure to achieve re election and the new Director takes- over and shall be responsible for that portfolio immediately he or she is in post.
10. Meetings of the Board of Directors shall take place on at least 14 clear days notice (save in the case of an emergency) and as often as the Chairman and/or the Secretary deems necessary but on a quarterly basis is the expected minimum number of such meetings each year. Each Director shall be supplied with an agenda for the meeting with the notice convening the same. Apologies for absence are to be forwarded in advance to the Company Secretary (save in the case of an emergency).
11. Other than as specifically provided for in paragraphs D1-10 and Appendix 1, the powers of the Board of Directors shall be as provided for in the Memorandum and Articles of Association and by the Companies Acts.
12. Army Representatives may be co-opted onto the Board by the Board of Directors, as they deem expedient and necessary.
    (Amended AGM Dec-2004)

5. Military Organisation

1. There shall be two forces (hereinafter referred to as Armies) representing the Union and the Confederacy. Each Army shall be divided into Units. In addition there shall be bi-partisan units including medical and pyrotechnics.
2. No new unit shall be permitted to be formed within either Army without the express authority of and upon terms and conditions determined by the Board of Directors.
3. The Military rank structure of the Armies shall be reviewed annually at a Meeting of the Board of Directors and both Army Commanders (or at such other times as may be necessary and expedient) and such Army Commanders shall on such matters be able to vote at the appropriate meeting (if not already Directors).
4. No person shall be appointed a Commissioned Military Officer in either Army save on the recommendation of the Army Commander concerned and with the approval of the Board of Directors.
5. No army Commissioned Officer shall be deprived of his rank or demoted save by the Board of Directors acting in concert with the Commander of the Army concerned.
6. To qualify as a recognised Army Unit the Unit concerned must have a minimum of 10 members on its rolls. Any unit or units fielding less than 10 Members at any re-enactment or event presented by the Company may, at the discretion of the Army Commander concerned, be merged with any other unit or units and the Army Commander shall appoint a Commander for that re-enactment or event to command such merged units.
   At the end of a season the Board of Directors and the Army Commanders shall be entitled to review the performance and attendance levels of Units and any found to comprise fewer Members than 10 or to turnout on a regular basis fewer than 10 may at the discretion of the Board of Directors and the Army Commanders (acting jointly) be disbanded or merged.
7. In the case of an officer or NCO being absent, his duties shall be undertaken by his immediate subordinate. If this is not practicable the relevant Army Commander will allocate an acting rank to a suitable private soldier and/or post into that unit an officer or NCO from another unit in that Army, but for that event only.
8. Any officer or NCO wishing to resign must do so in writing and give 28 days notice to the Company Chairman and relevant Army Commander, and Unit Commander (if applicable).
9. Army Commanders shall be elected annually at the Annual General Meeting by registered members of their respective forces only. Army Commanders shall be co-opted on to the Board of Directors if the Army Commander so wishes. The Army Commander always has the right of audience at Board Meetings. The Army Commander may nominate a representative, who the Board, at their discretion, will co-opt as a Director.
   (Added AGM Dec-2004)

APPENDIX 1.

COMPANY OFFICIALS AND OUTLINE DUTIES AND RESPONSIBILITIES

1. Board of Directors

1. Official Directors Posts

   The following are not definitive, and are merely indications of Company tasks and areas of responsibility. Where an office holder has statutory tasks under the Companies Acts etc., these are not set out in full. The Chairman, Secretary and Treasurer must be Directors. It is not mandatory for the other part A1 posts and/or job descriptions to be on the Board of Directors although desirable.

1. Chairman

   Responsible for upholding the Bye Laws and Rules of the company, takes the chair at any Board or meeting of Company members and has the casting vote in the event of a tie. Responsible for leadership of the company and its Members, keeping meetings in order, and ensuring proposals are put to a vote after a reasonable amount of discussion. He or she should have a thorough knowledge of the Bye Laws and Rules.

2. Secretary

   Responsible for recording minutes of all Company meetings and preparation and circulation of agenda prior to such meetings. Replies to/deals with all correspondence appropriate to the job, and that not otherwise specifically within the remit of another Director. Takes the Chair in the absence of the Chairman. Responsible for all returns and records to Companies House including sending financial returns. Keeps minutes books available for perusal by any Member.

3. Membership

   Responsible for keeping an accurate and up to date record of all company members together with pertinent details and issue of Membership cards. Organises signing-in roster at each Company event.

4. Projects

   Responsible for seeking events and venues and negotiating them with sponsors. Arranges company events, visits sites to ensure adequate facilities available and manages the costings of such projects and events. All projects/events undertaken on behalf of the company by any member or group of members acting on behalf of, or representing the company in any capacity must be authorised and co-ordinated by the Projects Director. Responsible for ensuring camp sites duly co-ordinated and organised (via Army Commanders and/or camp co-ordinators).
   (Amended AGM Dec-2004)

5. Marketing

   Responsible for creating and co-ordinating the company’s strategic, and long term publicity and Public Relations Strategy. Responsible for co-ordinating the company’s publicity and public relations for events, contacting and managing all contact with local and national media prior to events and all official comments to and contact with the media on behalf of the company. To deal with all Television and film production companies and to negotiate the media rights for the company. To deal with all commercial and sponsorship matters associated with events, where such activity falls outside the company’s normal activities. To manage all promotional activity on behalf of the company. To raise awareness of the society both nationally and internationally. To pro-actively publish articles, features and other material from members of the company or others engaged in promoting the company. To ensure that directories and listings of events and re-enactors are kept informed of the company’s activities. To co-ordinate with and co-operate with the Projects Director in seeking events and venues. To protect and enhance the reputation of the company and to prepare and if necessary execute a damage limitation or defensive strategy where there is a risk of adverse publicity which may damage the reputation of the company.
   (Amended AGM Dec-2004)

6. Treasurer

   To produce accounts and full financial information on a regular basis as necessary for the Board of Directors to be able to come to management decisions based on sound financial advice. Responsible for keeping accurate and full account of all Company Financial transactions and to produce balance sheet and all other financial information for the purposes of the Companies Acts. Arrange for Auditing of accounts. Keep secure and control and the deposit and payment of funds with and by a reputable financial institution. Maintain a current record of all Company assets and materials and their locations. All Company financial transactions/business shall be co-ordinated through him/her.

7. Communications

   Responsible for compiling and keeping all Company publications, the management and production of Newsletter/Magazine and communication of information to the Membership.

8. Health & Safety

   Responsible for the training and supervision of safety, explosives and pyrotechnics staff, for the supervision of the procurement and distribution of ammunition and pyrotechnic effects, and liaison with Police, Home Office, Health & Safety Executive, Local Authorities and other Re-enactment bodies and groups on such matters. To deal with Health & Safety, security and explosives matters on behalf of the Company within the ambit of relevant legislation. Responsible for the preparation and maintenance of the Company’s Risk Assessments.
   (Amended AGM Dec-2004)

2. Other Directors

   Other Executive Directors may within the arrangements of the Memorandum and Articles of Association and these Rules and by laws be elected at a General Meeting, or co-opted onto the Board by the Board of Directors as the Board deem expedient and necessary. An Army Commander not otherwise a Director would normally and usually be expected to be a Director under this head in any event.

2. Other Officials

1. Explosives Officer

   To assist the Health & Safety Director in regard to all Explosives matters. Must have close knowledge of the Code of Conduct and ensure all ammunition preparations issues and returns are carried out in accordance with Code of Conduct and Company Rules and "best practice" and that ammunition storage is safe, secure and compliant with legislation.
   (Amended AGM Dec-2004)

2. Assistant Safety Officers

   To assist the Health & Safety Director and the Explosives Officer in regard to safety aspects of firearms (including Cannon) and site safety arrangements, including liaison/checking with individuals, Groups or Bodies at Company events as well as Company Members. Must have close knowledge of the code of Conduct and that events are conducted in accordance with it. To inspect camp sites, weaponry and ammunition for safety.

   The Assistant Safety Officers will work in close liaison with the Health & Safety Director and with each other. The Board of Directors empowers the Assistant Safety Officers (in the absence of the Health & Safety Director) to carry out all his or her role and function at a site and/or event, including to order any Member to cease any conduct (or take such steps as may be required to rectify the same) which in his/her considered opinion is or could be dangerous or lead to something insecure, and/or contrary to Company Rules and Bye Laws concerning any Health & Safety matter or handling/use of Explosives. They have the Board’s Authority to order any Member or Guest acting dangerously in either regard to stop immediately and/or clear any weapon and/or leave the field of an event or venue. In the event of failure to comply with any such reasonable directions he/she may report such person to the Board of Directors for such action to be taken as the Board deems fit.
   (Amended AGM Dec-2004)

3. Pyrotechnics Officer

   Responsible for advising on and procuring and operating or supervising the operation of all pyrotechnic effects including safety, storage and transport issues, and at the end of an event the clearance of the re-enactment site of all pyrotechnic effects and the restoration of the site as far as is practicable from their effects, under the overall supervision of the Health & Safety Director or Explosives Officer. Must have a close knowledge of the Code of Conduct and use of pyrotechnics conducted in accordance with it. Responsible for training, control and supervision of all Members involved with pyrotechnics.

   It is expected that the Explosives Officer, Assistant Safety Officers and Pyrotechnics Officer will have "Category 3 or mode B Licences" or equivalent suitable for their needs, functions and purposes. Those responsible for Safety (including not only Battle re-enactment and explosives matters but also regarding camps, fire precautions and the like) shall acquaint themselves either prior to an event or immediately they arrive with the layout and location of the site and all facilities and ensure that plans are made and briefings given as necessary to ensure compliance with Safety matters. This is likely to involve liaison with Camp Co-ordinator(s) and the Army Commanders and the Medical Officer.
   (Amended AGM Dec-2004)

4. Camp Co-ordinators

   Responsible for maintenance of notice board with timetable at signing-in point and taking charge of any encampments at events. To ensure camps laid out correctly and supervised (in liaison with Army Commanders), safety requirements met and necessary "supplies" available as per Projects Director’s arrangements e.g. wood, water, toilets etc. Liaise and communicate as necessary on site and camp safety and security arrangements.

5. Army Commanding Officers

   Will take charge of their Armies and of training and of activities for the event/show/battle including issuing orders of the day and/or instructions on timings (in liaison with Projects Director). Responsible for arranging or delegating the arranging of the re-enactment and marshalling their forces and appointing acting ranks in accordance with Bye Law E.7. Responsible for commanding and leading their Army, for morale and promoting recruitment and retention of Members.

6. Unit Commanding Officers

   Responsible for their units to their respective Army Commanding Officers, both at events and otherwise, training their personnel, morale, recruitment and ensuring that clothing and equipment is to a reasonable standard. Ensuring that all Members under their command are Company Members and are duly licensed as necessary and trained in use of their weaponry and drills and tactics.

7. Non Commissioned Officers

   Supporting their C.O.’s in their various duties and standing in for them in case of absence. Marking left and right flanks of their units/taking charge of their cannon as appropriate. Be knowledgeable of drills and have ability to instruct/train. Set a good example.

8. The Medical Officer

   In charge of the Company’s Medical Service and responsible for ensuring that each event is adequately covered by qualified medical personnel from the Company. Maintains the accident book and makes contact with any existing medical facilities on site or nearby. Ensures that all First Aid/Medical Service personnel are in possession of current St John’s/Red Cross First Aid Certificates or other equivalent or better qualifications and are provided with Medical Orderly Insignia for identification. Maintenance of First Aid Kits.

9. Medical Orderlies

   Under Command of Senior Orderly, in complete charge of any injured Member at events until more qualified personnel are in attendance. To be a suitable qualified First Aider. Responsible for keeping Medical kits complete and readily available. (Posts in paras 7 and 9 are to be distinguished from Nurses and Medical Orderlies re-enacting the role of a Civil War Nurse or Medical Orderly and NOT carrying out a real first aid function).