BYLAWS

OF

KAMPFGRUPPE VON RYBUS

A COLORADO NONPROFIT CORPORATION

Article I  -  Name

 The name of The Corporation shall be Kampfgruppe von Rybus, hereinafter known as the Kampfgruppe, KGvR or “ The Corporation”.

Article II  -  Registered Office

 The registered office of The Corporation shall be located in Colorado. The address of the registered office may be changed from time to time by the Board of Directors or by the Officers of The Corporation.

Article III  -  Incorporation

Section 3.1      The KGvR shall be incorporated in the State of Colorado, United States of America.

Section 3.2      The Corporation is and shall be a Non-Profit Corporation under the Colorado Revised Nonprofit Corporation Act. The Corporation shall have all powers granted by the Colorado Revised Nonprofit Corporation Act, subject to such limitations set forth in such Act and in these Articles as hereafter adopted or amended, and in any other laws of the State of Colorado. Neither The Corporation nor its Officers or Directors on its behalf is authorized to carry on any activity or activities expressly excluded, forbidden and/or prohibited by the Colorado Revised Nonprofit Corporation Act.

Section 3.3      The Corporation’s fiscal year shall be the calendar year.

Section 3.4      No part of the net earnings (if any) of The Corporation shall inure to the benefit of, or be distributed to its Members, Directors, Officers, or other private persons. Notwithstanding any other provision of these Articles, this Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this Corporation.

Section 3.5      The period of The Corporation’s duration is perpetual. If ever The Corporation is dissolved, its assets shall be distributed by vote of the Full Members to another non-profit organization which pursues similar objectives as that of the KGvR.

Article IV  -  Purpose

 In connection with the purposes stated in the Articles of Incorporation, The Corporation's objectives shall include but not be limited to the following:

  1. To provide an organizational body to unify and coordinate those who have an active interest in the history and experience of the European Axis soldier during World War II.
  2. To participate as World War II European Axis soldiers in World War II reenactments and living history events as a cohesive and organized unit in a historically accurate manner.
  3. To serve as a resource, furthering the understanding and knowledge of the European Axis soldier’s history and experience during World War II, to its Members and the general public.
  4. To participate as World War II European Axis soldiers in public events, displays and shows, in a historically accurate manner.
  5. To foster the development of WWII historical reenactment in a historically accurate manner.
  6. To manage Membership, safety, presentation and order of the KGvR in a fair, effective and evenhanded manner.
  7. To provide and/or coordinate education, training, equipment utilization, coaching and the performance abilities of its Members in the activity of portraying the World War II European Axis soldier at WWII historical reenactments, public events, displays and shows.
  8. To encourage and provide assistance to new Members and existing Members in achieving goals regarding their skill and expertise of portraying the European Axis soldier during World War II.
  9. To exercise the general legal powers enumerated in the Colorado Revised Nonprofit Corporation Act, together with the power to solicit grants and contributions for its corporate purposes.

Article V  -  Membership

 Section 5.1      The Corporation shall have two classes of Members:  Full Members and Associate Members.

Section 5.2      Full Members shall be admitted to The Corporation upon written application, execution of a release and waiver and payment of dues (if any) in such form and amount as from time to time may be determined by the Full Members. Associate Members shall be admitted to The Corporation upon written application, execution of a release and waiver, a determination by the Board of Directors that admission of the prospective Associate Member will further the purposes of The Corporation, and payment of dues (if any) in such form and amount as from time to time may be determined by the Full Members.

Section 5.3      In order to maintain a status of good standing, Full Members are responsible to, within reason, actively participate in KGvR activities, including but not limited to: the activities described in Article IV; participation at scheduled events; discussions; elections; and Policy and Practices voting.  For the purpose of this Section, “actively participate” shall mean: A Full Member is expected to take part in some or all of the aforementioned activities periodically throughout the year.   Conversely if a Full Member has been available and has not taken part in any of the aforementioned activities in over a calendar year it may be determined that he is not “actively participating”.  Military deployment shall not be grounds to cause a Full Member’s participation level to be questioned.  Further, Full Members and Associate Members are responsible to comply with accepted KGvR Policy and Practices as determined by the Full Members.  Further, Full Members and Associate Members are responsible to maintain a current status with payment of dues (if any) as may be set by the Full Members.

Section 5.4      Each Full Member shall be entitled to one vote on each matter submitted to a vote of the Members so long has they are on record as a Full Member in good standing.  Associate Members have no voting privileges. 

Section 5.5      An affirmative vote of two-thirds of all of the Full Members on record at the time of such vote, may suspend or expel any Member for cause.  The Full Member body may deem through referendum, any act, or failure to act that degrades the integrity; well being; prestige; safety of its members or other living persons or property; status; harmony; credibility; or other attributes of similar nature in spirit; of The Corporation to be cause for suspension or expulsion.

Section 5.6      Any Member may resign by filing a written resignation with the Board of Directors of The Corporation. Such resignation shall not relieve the Member so resigning of the obligation to pay dues (if any), assessments or other charges theretofore accrued and unpaid, and The Corporation shall not be liable to return any dues, assessments or other charges in the event of such resignation.

Section 5.7      Membership in The Corporation is not transferable or assignable.

Section 5.8      Members, both Full and Associate shall be natural persons and not institutions, clubs, associations or any other created entities.

Article VI  -  Meetings and Voting of the Members

 Section 6.1      Meetings of the Full Member body may be called from time to time by the Board of Directors.  Notice of these meetings shall be no fewer than ten days, or if notice is mailed by other than first class or registered mail, no fewer than thirty days, nor more than sixty days before the meeting date, except in cases of emergency; shall specify the time, place, date and purpose of the meeting; and shall be delivered, personally, by electronic and/or postal mail, or by some other means of general notification, to all Members. No regular annual meeting of the Members is required.

 Section 6.2      Discussion, communication and voting by electronic conveyance, (Internet Forum and e-mail) shall serve the intent and purpose of a meeting of the Full Members so long as the method is available and open to all Full Members and widely broadcast as to the specific venue where the electronic discussion and/or vote is to take place.

 Section 6.3      Sole authority to set KGvR Policy and Practices, elect Officers and Directors and to amend or replace these Bylaws shall be vested in the Full Members as a body. 

 Section 6.4      Proposals to be decided shall be conveyed to the Full Members for consideration and decision by the Board of Directors.  Proposals shall be in writing and specify open and close dates for a discussion period of not less than 10 days and a voting period of not less than 5 days.  During the voting period, a Full Member vote may be cast electronically or in person at a scheduled meeting of the Full Members. 

 Section 6.5      In order for a Policy or Practice decision to be valid, a quorum of at least two thirds of the Full Member census of record at the close of the voting period must have attended or logged on during the meeting.  A simple majority of those voting shall prevail.

 Section 6.6      Proxy voting is allowed providing the Full Member granting powers of proxy does so in writing and notifies The Corporation of such proxy appointment prior to the voting period.

Article VII  -  Policy and Practices

 Section 7.1      Unless prohibited by the Articles of Incorporation, these Bylaws or State, Federal or Local laws, the Policy and Practices of The Corporation shall be determined by the Full Members.

 Section 7.2      Duly passed Policy and Practices shall become accepted as the standards and rules of The Corporation.

 Section 7.3      A copy of these by-laws, any amendments and accepted Policy and Practices shall be kept in writing and be bound together for reference. This master set of documents shall be held in the possession of the Secretary of the Corporation.  Any Full Member or Associate Member may request and receive copies of these documents. 

Article VIII  -  Board of Directors

 Section 8.1      The persons who serve as the elected Officers of The Corporation shall collectively serve as The Board of Directors.  No individual Director shall have any powers to either act individually as The Board of Directors or enjoy any special powers or authority as an individual.  The President of The Corporation shall serve as the Chairman of The Board of Directors.

 Section 8.2      The number and term of Board Members shall at all times be the same as the elected Officers of The Corporation.  Vacancies, additions, subtractions, resignations and expulsions shall directly reflect the makeup and composition of the Officers of The Corporation.

Section 8.3      The duties and powers of the Board of Directors are to:

  1. Present to the Full Member body, initiatives to be decided by a vote of the Full Members.  These initiatives if approved by the Full Members shall become the Policy and/or Practice of the KGvR.  The Board of Directors is compelled to deliver all proposals that have been put forth by any member in accordance with section 8.9.
  2. Maintain and uphold KGvR Policy and Practices as adopted by Full Members, including but not limited to; bookkeeping, maintaining records of any other nature, disbursement of funds; managing KGvR assets; organizing and coordinating; representing the KGvR to the public and other outside entities; and any other actions required to successfully realize Full Member adopted initiatives.

 Section 8.4      A regular annual meeting of the Board of Directors shall be held at the first scheduled KGvR event of a new calendar year or as soon as practical thereafter.

 Section 8.5      Special meetings of the Board of Directors may be called by or at the request of the chairman of the Board or any two Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place as the place, either within or outside Colorado, for holding any special meeting of the Board called by them.

 Section 8.6      Notice of each meeting of the Board of Directors stating the place, day and hour of the meeting shall be given to each Director at least five days prior thereto by the mailing of written notice by first class, certified or registered mail, or at least five days prior thereto by personal delivery of written notice or by Internet E-mail, posting to the KGvR forum website, telephone, or facsimile notice (and the method of notice need not be the same as to each Director). If mailed, such notice shall be deemed to be given when deposited in the United States mail, with postage prepaid.  If transmitted by facsimile, such notice shall be deemed to be given when the transmission is completed. Any Director may waive notice of any meeting before, at or after such meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting unless otherwise required by statute.

 Section 8.7      A majority of the Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, and the vote of a majority of the Directors participating at a meeting at which a quorum is present shall be the act of the Board of Directors. If less than a quorum is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice other than an announcement at the meeting, until a quorum shall be present.

 Section 8.8      At any meeting of the Board of Directors, once a quorum is established, The Board of Directors may, conduct business and decided by majority vote of the Directors present or represented by proxy, items limited to issues relating to Section 8.3 item 2.  In all Board decisions each Director present or represented by proxy shall be entitled to one vote.  If there is an even number of Directors voting and there is a deadlock, the motion shall not be carried since the qualification of “Majority” was not satisfied.

Section 8.9      The Board of Directors shall review and process, detailed proposals submitted by any Full Member to the Board of Directors for presentation to the Full Member census for a decision by the Full Members.   For the purpose of this Section, “Review and Process” shall mean:   Read and understand what is being proposed; evaluate the proposed measure regarding potential implementation; conflict with established policies and practices, and conflict with these By-Laws.  Further, work with and assist the Full Member in making whatever modification to alleviate any such conflicts.  Finally, make notifications, schedule the meeting and voting periods as well as the submission of the proposal. All proposals submitted to the Full Members, along with required procedural dates shall be in writing. All proposals must be put before the Full Member body within 30 days of successfully completing the “Review and Process” phase.

 Section 8.10      For purposes of determining a quorum with respect to a particular proposal, and for purposes of casting a vote for or against a particular proposal, a Director may be deemed to be present at a meeting and to vote if the Director has granted a signed written proxy to another Director who is present at the meeting, authorizing the other Director to cast the absent Director’s vote.   In the event that the meeting is held where the Board of Directors do not meet in person a Director may grant a proxy to another Director by communicating his intention to a least two other Directors present at the meeting other than the Director that the proxy is being granted to.

 Section 8.11    Members of the Board of Directors or any committee thereof may participate in a meeting of the Board or committee by means of conference telephone or other electronic media by which all persons participating in the meeting can communicate with each other at the same time or during the same time period. Such participation shall constitute presence in person at the meeting.

 Section 8.12    The Board of Directors may from time to time form one or more advisory Boards or committees composed of such Members, and having such chairperson, as the Board of Directors shall designate. The name, objectives and responsibilities of each such advisory Board, and the rules and procedures for the conduct of its activities, shall be determined by the Board of Directors. No advisory Board shall have authority to incur any expense or make any representation or commitment on behalf of The Corporation

 Section 8.13    Any action required or permitted to be taken at a meeting of the Directors or any committee thereof may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all of the Directors or committee Members entitled to vote with respect to the subject matter thereof. Such consent (which may be signed in counterparts) shall have the same force and effect as a unanimous vote of the Directors or committee Members.

Article IX  -  Officers

 Section 9.1      The elected Officers of The Corporation shall be President, Executive Vice-President, Secretary/Treasurer, Vice-President of Heer Forces, Vice-President of Luftwaffe Forces and Vice-President of SS Forces. All Officers must be at least eighteen years old and Full Members of The Corporation in good standing. No person is eligible to be elected as Officer nor serve as Officer if said person has affiliation to, or interests in any other organization that is detrimental to the best interests of, or in conflict with, The Corporation. The elected Officers shall receive no compensation for their service.

 Section 9.2      The elected Officers of The Corporation shall be elected by the Full Members during the last two months of the year in which Officer terms expire.  The term of office is two years beginning at the first of the calendar year and expiring at the end of the second calendar year.  If the election of Officers shall not be held during such time, the election shall be held as soon as practical thereafter. Each Officer shall hold office until the Officer’s successor shall have been duly elected and shall have qualified, or until the Officer’s earlier death, resignation or removal.  The regular election of all officer positions shall take place at the same time and the resulting elected officers shall serve their term during the same period,

 Section 9.3      Any Officer may be removed by the Full Members by an affirmative vote of two thirds (2/3) of the Full Member census.   Election of an Officer shall not in itself create contract rights.

 Section 9.4      Any Officer may resign at any time by giving written notice to the president or to the Board of Directors. An Officer’s resignation shall take effect at the time specified in such notice, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. A vacancy in any office, however occurring, may be filled by the Board of Directors until a replacement is duly elected by the Full Members at a time as soon as is practical.  The elected replacement shall serve the rest of the remaining term.

 Section 9.5      Each Officer shall serve as a Director on the Board of Directors and organizationally and administratively, the Officer’s authority is subject to the limitations set forth in Section 8.3 except that in any event each Officer shall exercise such powers and perform such duties as may be required by law.  Officers shall devote their best ability to the furtherance of The Corporation’s goals and interests and not place conflicting interests ahead of those of the KGvR.  With regard to Section 8.3 item 2, the Officer shall have the responsibilities and duties that are traditional attributed to such office.

 Section 9.6      During WWII historical reenactments, public events, displays and shows, the Officers of The Corporation shall have special authority and duties and shall perform the duties specified below.

·      President. The president shall be entitled to the World War II German military rank as established by the Policy’s and Practices of The Corporation.   The President shall have the authority to assume command and control of the KGvR during historical reenactments, public events, displays or shows.  The president may delegate such duties and authority under these circumstances to others including but not limited to, the other Officers of The Corporation

Article X  -  Indemnification

 Section 10.1    No Officer, Director of the Corporation or Member shall be personally liable for any obligations of the Corporation or for any duties or obligations arising out of any acts or conduct of said Officer or Director performed for on behalf of The Corporation. The Corporation shall and does hereby indemnify, defend and hold harmless each person and his or her heirs and personal representatives who shall serve at any time hereafter as a Director or Officer or Member of The Corporation from and against any and all claims, judgments and liabilities to which such persons shall become subject by reason of either heretofore or hereafter serving as Director or Officer of the Corporation or Member, or by reason of any action alleged to have been heretofore or hereafter taken or refrained from by any such Director or Officer or Member and shall reimburse each such Director or Officer or Member for all legal and other expenses reasonably incurred in connection with the defense of any such claim or liability; including the power to defend such person from all suits or claims as provided for under the provisions of the Colorado Revised Nonprofit Corporation Act or the corporation laws of any state in which the Corporation transacts business; provided, however, that no such person shall be indemnified against, or be reimbursed for, any expense incurred in connection with any claim or liability arising out of such person's own negligence or willful misconduct. The rights accruing to any person under the foregoing provisions of this section shall not exclude any other rights to which such person may lawfully be entitled, nor shall anything herein contained restrict the right of the Corporation to indemnify or reimburse such person in any proper case, even though not specifically provided for herein.

 Section 10.2    The Corporation, its Directors, Officers, Members, employees and agents shall be fully protected in taking any action or making payment or in refusing so to do in reliance upon the advice of counsel. The indemnification herein provided shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any Bylaw, agreement, vote of Members or disinterested Directors, or otherwise, both as to action in an official capacity while holding such office, and shall continue as to such person who has ceased to be a Director, Officer, Member, employee or agent, and shall inure to the benefit of the heirs and personal representatives of such person.

 Section 10.3    The Corporation may purchase and maintain insurance on behalf of any person who is, or was, a Director, Officer, Member or employee of the Corporation, or is or was serving at the request of the Corporation as a Director, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify him against liability under the provisions of this section or of the Colorado Revised Nonprofit Corporation Act.

Article XI  -  Miscellaneous

 Section 11.1    The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Members, Board of Directors and committees having any of the authority of the Board of Directors.  All books and records of The Corporation may be inspected by any Member, or his agent or attorney, for any proper purpose at any reasonable time.

 Section 11.2    The power to alter, amend or repeal these Bylaws and adopt new Bylaws shall be vested in the Full Members.

 Section 11.3    The invalidity of any provision of these Bylaws shall not affect the other provisions hereof, and in such event these Bylaws shall be construed in all respects as if such invalid provision were omitted.

 Section 11.4    The Board and Committees of The Corporation may adopt such rules for the conduct of business as are appropriate and which are consistent with these Bylaws and state law.

 Section 11.7    No Officer or Director of The Corporation shall be interested, directly or indirectly, in any contract relating to the operations conducted by The Corporation, nor in any contract for furnishing services or supplies to The Corporation, unless such contract is authorized by the Full Members.

 

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