BY-LAWS

  of the

Mid-Atlantic Reenactors Association, Inc.

ARTICLE I

PURPOSE

SECTION 1. Mid-Atlantic Reenactors Association, Inc. is organized exclusively for Historical, Educational, and Charitable purposes, including such purposes as making distributions to exempt organizations that qualify as such under section 501 (c)(3) of the Internal Revenue Code of 1954 (or the Corresponding provisions of any future United States Internal Revenue Laws).

SECTION 2. No part of the earnings of the Mid-Atlantic Reenactors Association, Inc. shall inure to the benefit of or be distributed to its Members, Directors, and Officers or other private persons except that Mid-Atlantic Reenactors Association, Inc. shall be authorized and empowered to pay reasonable compensation for services rendered and to make payment and distributions in the furtherance of the purposes set forth in Article I Section 1 herein. No substantial part of the activities of the Mid-Atlantic Reenactors Association, Inc. shall not support or carry propaganda, or otherwise attempt to influence legislation. The Mid-Atlantic Reenactors Association, Inc. shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Not withstanding any other provision of these Articles, Mid-Atlantic Reenactors Association, Inc. shall not engage in any activities not permitted (A) by a corporation exempt from Fedel Income Tax under Section 501 (c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law) or (B) by a corporation, contributions to which are deductible under Section 170 (c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

SECTION 3. Upon the dissolution of the Mid-Atlantic Reenactors Association, Inc. the Board of Directors/ Officers shall, after paying or providing the payment of all the liabilities of the Mid-Atlantic Reenactors Association, Inc. will dispose of all the assets exclusively for the purposes of the Mid-Atlantic Reenactors Association, Inc. in such a manner to such organization(s) organized and operated exclusively for Historical, Educational, and Charitable purposes as shall at the time will qualify as exempt organization(s) under Section 501 (c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United states Internal Revenue Law). As the Board of Directors/Officers shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas in the State of West Virginia, in which the address of the Mid-Atlantic Reenactors Association, Inc. is located.

 ARTICLE II

MEMBERS

SECTION 1. Annual Meeting: The annual meeting of the members shall be held in the month of December in each year, beginning with the year 1998, at a time and place to be determined by the Board of Directors, for transaction of such business as may come before the meeting.

SECTION 2. Special Meetings: Special meetings of the general membership, for any purpose or purposes, unless otherwise prescribed by statues, may be called by the President or by the Board of Directors, and shall be called by the President at the request of not less than Twenty Five (25%) Present of all paid members of the Cooperation entitled to vote at the meeting.

SECTION 3. Place of Meeting: The Board of Directors may designate any place, either within or without the State of Maryland, unless otherwise prescribed by statues, as the place of meeting for any annual meeting or for any special meeting. If no designation is made, the place of meeting shall be the principal office of the Corporation.

SECTION 4. Notice of Meeting: Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall unless otherwise prescribed by statues, be delivered not less than seven (7) days before the date of the meeting, to each member or director of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail, addressed to the member at his address as it appears in the books of the Corporation, with postage thereon prepaid.

SECTION 5. Closing of Transfer Books or Fixing of Record: For the purpose of determining members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or in order to make a determination of members for any other proper purpose, the Board of Directors of the Corporation may provide that the membership books shall be closed for a stated period, but not to exceed in any case fifty (50) days. If the membership books shall be closed for the purpose of determining members entitled to notice of or to vote at a meeting of members, such books shall be closed for at least thirty (30) days immediately preceding such meeting. In lieu of closing the membership books, the Board of Directors may fix in advance a date as the record date for any such determination of members, such date in any case to be not more than sixty (60) days, prior to the date on which the particular action required such determination of members is to be taken. If the membership books are not closed and no record dates fixed for the determination of members entitled to notice of or to vote at a meeting of members, the date on which notice of the meeting is mailed, shall be the record date for such determination shall apply to any adjournment thereof.

SECTION 6. Voting List: The officers or agent having charge of the membership books for the corporation shall make a complete list of the members entitled to vote at each meeting of members or any adjournment thereof, arranged in alphabetical order and by unit affiliation, with address of and the number of shares held by each. Such list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any members or during the whole time of the meeting for the purposes thereof.

SECTION 7. Quorum: A majority of the members of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding members are represented at a meeting, a majority of the members so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.

SECTION 8. Proxies: At all meetings of members, a member may vote in person or by proxy executed in writing by the member or by his duly authorized attorney-in-fact. Such proxy shall be filed with the secretary of the Corporation before or at the time of the meeting. A meeting of the Board of Directors may be had by means of a telephone conference or similar communication equipment by which all persons participating in the meeting can hear each other, and participation in a meeting under such circumstances shall constitute a presence at the meeting.

SECTION 9. Voting: Each member entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of the shareholders.

SECTION 10. Informal Action by members. Unless otherwise provided by law, any action required to be taken at a meeting of the members, or any other action which may be taken at a meeting of the members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.

ARTICLE III

BOARD OF DIRECTORS

SECTION 1. General Powers: The business and affairs of the Corporation shall be managed by its Board of Directors.

SECTION 2. Association Commitments: The Board of Directors can commit the Association, both physically and financially (to the extent of the limit of the corporation's funds), as a group, by simple majority vote. The Board of Directors will decide on events to be done together by a simple majority vote. These events will be considered to be Association events. Battalion, Squadron, Battery, commanders will come from the Company, Troop, and Artillery Officer ranks. And will also be voted on annually by the company commanders of each member company or troop as to who represent the Battalions, Squadrons, and Batteries of the M.R.A.'s, 1st Brigade. All military matters will also be handled in a representative fashion. All company commanders will likewise represent their own troops. The company commanders will also elect an overall commander to represent the M.R.A.'s, 1st Brigade for each Association event after the event schedule is finalized. They will take into consideration this person's experience, contacts, adership and organizational ability. The rank structure for the M.R.A.'s, 1st Brigade will be as follows: Brigade Commander - Colonel, Battalion Commanders - Lieutenant Colonel, Wing or Squadron Commanders - Major, Battery or Company Commanders - Captain. A Battery will consist of at least three Cannons. A full company of twenty rifles will be required to attain the rank of Captain. No one should hold the a rank higher than First Lieutenant, unless it is part of his impression as an Officer, should be adhered too according to the rank structure written in these By-Laws.

SECTION 3. New Members: A new unit may petition the board for membership. New units must have at least 4 paid members (families count as 1) to be considered for membership by the board. Membership may be approved with a simple majority vote. Units that are not large enough for individual representation, will be represented by either unit of their choice, a combat unit, or by the appropriate Support Services Group. When these units reach the required size, they may then split off from the group to which they are attached and petition the board for membership as an autonomous unit with their own representation.

SECTION 4. Dismissal: Units may be dismissed from the group with a two-thirds majority vote by the board. For a unit to be considered for dismissal, a complaint concerning the unit or individual in that unit must be brought to the board by the representative of a paid member. If the complaint concerns an individual, the board may allow the unit to deal with the problem, but will make recommendations.

SECTION 5. Documents: The Board of Directors will be responsible for the design and distribution of an Association brochure and membership applications.

SECTION 6. Bylaws: Amendments or changes to the bylaws may be made by the Board of Directors.

SECTION 7. Insurance: The Board of Directors is responsible to maintain liability coverage for the Association. Non Association events, where maximum attendance participation is not required by the Association, are considered to be authorized and approved as Association events for insurance purposes.

SECTION 8. Number, Tenure and Qualifications: The number of directors of the Corporation shall be determined by the number of units. The Board of Directors will be made up of one representative from each unit. In order to qualify as an individual unit, with unit voting rights and a representative on the Board of Directors, there must be at least 4 paid members. A family is considered as 1 member. Each unit elects their own representative. Board representatives serve at the pleasure of the unit. Units may change representatives whenever, and as often as they wish.

SECTION 9. Meeting: Board meetings are open to the board members only. Board meetings will occur as the chairperson determines or as special needs arise, but in no case, will there be less than two board meetings per year. The Meetings will be held in a central location.

SECTION 10. Special Meetings: Special meetings of the Board of Directors may be call by the chairperson or by a majority of the Board of Directors. The person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any special meetings of the Board of Directors called by them.

SECTION 11. Notice: Notice of any special meeting shall be given at least one (1) day previous thereto by written notice delivered personally or mailed to each director at his business address, or by telegram with sufficient one days notice. If mailed, such notice shall be deemed to be delivered when deposited in the United Sates Mail to addressee, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any directors may waive notice of any 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.

 SECTION 12. Quorum: A majority of the number of directors fixed by Section 3 of Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

SECTION 13. Manner of Acting: The act of the majority of the directors present at a meeting at which a quorum is present shall be the action of the Board of Directors.

SECTION 14. Action Without a Meeting: Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action is to be taken, shall be signed before such action by all of the directors.

SECTION 15. Presumption of Assent: A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV

OFFICERS

SECTION 1. Number: The officers of the Corporation shall be a President, a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors, including a Chairman of the Board. In its discretion, the Board of Directors may leave unfilled for such period as it may determine any office except those of President and Secretary. Any two or more offices may be held by the same person. Officers must be members of the Corporation.

SECTION 2. Election and Term of Office: The officers of the Corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting, such election shall be held as soon thereafter conveniently as possible.

SECTION 3. Removal: Any officer or agent may be removed by the Board of Directors whenever, in its judgment, the best interest of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights, and such appointments shall be terminable at the Boards will.

SECTION 4. Vacancies: A vacancy in any office because of death, resignation, removal, disqualification or otherwise, will be filled by the Board.

SECTION 5. President: The President shall be the principle executive officer of the Corporation and subject to the control of the Board of directors, shall in general supervise and control all of the business and affairs of the Corporation. He shall, when present, preside at all meetings of the shareholders and the Board of Directors, unless there is a Chairman of the Board, in which case the Chairman shall preside. He may sign, with the Secretary or any other proper officer of the Corporation thereunto authorized by the Board of Directors, certificates for shares of the Corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of esident and such other duties as may be prescribed by the Board of Directors from time to time.

SECTION 6. Secretary: The Secretary shall: (a) keep the minutes of the proceedings of the shareholders and of the Board of Directors in one or more minute books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) have general charge of the membership books of the Corporation; and (f) in general perform all duties incident to the office of the Secretary and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.

SECTION 7. Treasurer: The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VI of these Bylaws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such sureties as the Board of Directors shall determine.

ARTICLE V

OPERATIONS

SECTION 1. Registration and Newsletters: Registration information will be provided only to the unit representative. It is his or her responsibility to disseminate the information to their members and for that unit to register its own people for events. The Association will provide individual members a newsletter as part of the membership dues. The newsletter will contain a list of upcoming events and may or may not be published on a monthly basis.

SECTION 2. Fund Raising: Fund raising may be done at the Association level with the approval of a majority of the Board. On paid corps events, 80% of the funds received will be distributed to the participant's unit on a per member in attendance distribution basis. The remainder will be kept for the corps treasury. The Association will be required to empty its treasury each calendar year with the exception that it may retain up to One Hundred ($100) dollars. Money in excess of this amount will be used to defray the cost of the annual Christmas dinner and meeting. Fund raising at the unit level is autonomous and may be done at any time without approval of the board, but must comply with applicable state regulations. Units are encouraged to seek guidance from the board as to what fund raising activities are sanctioned by State law. Any fund raising activity, done by an individual or individual units that is found to be in violation of such law or regulations is deemed to be disapproved by the Board.

SECTION 3. Autonomy: As a member of the Association, each unit will enjoy complete autonomy and will be responsible for their own recruiting.

SECTION 4. Participation Requirements: When an event is chosen by the Board of Directors as an Association event, maximum participation effort is expected from each unit. Although other commitments may make participation impossible, attendance at another reenactment event, at the same time, will be grounds for immediate dismissal from the Association. Where time and distance reasonably prohibit attendance, the board will make allowance for these exceptions.

ARTICLE VI

EVENTS

SECTION 1. Commander: The commander has complete responsibility for the event. The commander is responsible to see that the Association is treaded fairly in events where he is not the overall commander. He will attempt to secure permission for the Association to set up their encampment as a collective group.

SECTION 2. Bounties: Association members receiving bounties for cannons or horses are personally responsible to secure payment. The commander will make himself available should a dispute arise.

SECTION 3. Theft: The Association accepts no responsibility for theft of personal property at events, but the commander will assign a camp guard during the battle to secure the camp.

SECTION 4. Compliance: Unit commanders are required to make every effort to comply with all request of the senior officers, whether or not he is the overall commander of the event. Period authenticity will be required from the hours of 10 a.m. to 5 p.m. at Association events or, as requested in the program by the promoters or overall commander.

SECTION 5. Mutual Support: Units are encouraged to attend events together, and to support one another at non-Association events.

ARTICLE VII

INDEMNITY

 The Corporation shall indemnify its directors, officers and employees as follows:

(a) Every director, officer, or employee of the Corporation shall be indemnified by the Corporation against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him in connection with any proceedings to which he may be made a party, or in which he may become involved, by reasons of his being or having been a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of the corporation, partnership, joint venture, trust or enterprise, or any settlement thereof, whether or not he is a director, officer, employee or agent at the time such expenses are incurred, except in such cases wherein the director, officer, or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of his duties; provided that in the event of a settlement the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being fothe best interests of the Corporation. (b) The Corporation shall provide to any person who is or was a director, officer, employee, or a agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, or agent of the corporation, partnership, joint venture, trust or enterprise, the indemnity against expenses of suit, litigation or other proceedings which is specifically permissible under applicable law.

ARTICLE VIII

CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. Contracts: The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

 SECTION 2. Loans: No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the general membership. Such authority may be general or confined to specific instances.

SECTION 3. Checks, Drafts, etc.: All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

SECTION 4. Deposits: All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE IX

FISCAL YEAR

 The fiscal year of the Corporation shall begin on the 1st day of January and end on the 31st day of December of each year.

ARTICLE X

CORPORATE SEAL

 The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation and the state of incorporation and words, "Corporate Seal."

ARTICLE XI

WAIVER OF NOTICE

 Unless otherwise provided by law, whenever any notice is required to be given to any shareholder or director of the Corporation under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the provisions of the applicable Business Corporation Acts, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XII

AMENDMENTS

 These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board of Directors at any regular or special meeting of the Board of Directors.

 The above Bylaws are certified to have been amended and adopted by the Board of Directors of the Corporation on the 7th day of March, 1998.

President of the Corporation

Secretary of the Corporation