Incorporation & Bylaws

Certificate of Incorporation

of

Schuyler's (1759) / 2nd Albany (1775), Inc.

Under Section 402 of the

Not-For-Profit Corporation Law

I, the undersigned, acting as incorporator of a corporation under the New York Not-for-Profit Corporation Law, do hereby adopt the following certificate of incorporation for such corporation:

ARTICLE I

The name of the corporation is "Schuylers (1759) / 2nd Albany (I775). Inc." (hereinafter called "the Corporation").

ARTICLE II

The Corporation is formed exclusively for the purposes for which a corporation may be formed under the Not-For-Profit Corporation Law and not for pecuniary prolit or financial gain. No part of the assets, income, or profit of the Corporation shall be distributable to, or inure to the benefit of, its members, directors or officers except to the extent permitted under the Not-For-Profit Corporation Law. The Corporation shall not engage in any activities which would constitute a regular business of a kind ordinarily carried on for profit.

ARTICLE III

The Corporation is a corporation as defined in subparagraph (a)(5) of Section 102 of the Not For-Profit Corporation Law and is a Type A corporation as defined in Section 201 of the Not-For- Profit Corporation Law.

ARTICLE IV

The purposes for which the Corporation is organized are: To promote. advance and encourage interest and education in colonial and earls' American history through living history demonstrations, military and civilian historical reenactments, and through public and private exhibitions, lectures and demonstrations; to promote, encourage and provide social and friendly intercourse among the members; to purchase, borrow, or otherwise acquire, and hold, own, use and operate personal property including original and reproduction firearms, swords, weapons, ironware, cookware, tents, tools, and artifacts, and to rent premises as may be incidental to or in furtherance of the Corporate purposes: to engage and employ the services of individuals or groups who may facilitate the Corporation in attaining its objectives; and to do any other act or thing incidental to or connected with the foregoing purposes or in advancement thereof, but not for the pecuniary profit or financial gain of its members, directors, or officers except as permitted under Article 5 of the Not-For-Profit Corporation Law.

ARTICLE V

In addition to the foregoing corporate purposes, the Corporation shall have all of the general powers set forth in Section 202 of the Not-For-Profit Corporation Law together with the power to solicit and-receive grants. bequests and contributions for the corporate purposes.

ARTICLE VI

The office of the Corporation will be located in the Town of Middleburg. County of Schoharie. State of New York. The territory in which the activities of the Corporation are principally to be conducted is New York State.

ARTICLE VII

The number of directors constituting the initial board of directors of the corporation is six (6). and the names and addresses of the persons who are to serve as initial directors are:


Jennifer Richard-Morrow - 10 Grandview Terrace, Albany, New York 12202
Stephen Crawford - 28 Willow Run, Chittenango, New York 13037
David Goodrich - RD 1, Box 352, Delanson, New York 12053
John Osinski - P.O. Box 788, Main Street, Middleburg, New York 12122
John Castiglia - 131 Eastholm Road, Schenectady, New York 12304
Wayne Milward - RD 1, Box 430, Cobleskill, New York 12043

ARTICLE VIII

The Secretary of State of the State of New York is designated as the agent of the Corporation upon whom process against it may be served, and the post office address to which the Secretary of State shall mail a copy of any such process served upon him is as follows:


Schuyler's (I759) / 2nd Albany (1775). Inc.
c/o John Osinski
P.O. Box 788, Main Street
Middleburg, New York 12122

ARTICLE IX

The duration of this corporation is to be perpetual.

ARTICLE X

There is no requirement under the Not-for-Profit Law or any other statute of the State of New York that any approval or consent be required before filing of this certificate of incorporation.

IN WITNESS WHEREOF, I have hereunto set my hand, this 8th day of June, 1999.


Stephen Crawford
28 Willow Run
Chittenango, New York 13037


STATE OF NEW YORK
COUNTY OF HERKIMER

On this 8th day of June, 1999, before me, the subscriber, personally appeared Stephen Crawford, to me known and known to me to he the individual described in and who executed the within Instrument, and he acknowkdged to me that he executed the same.


Notary Public-State of New York
KARL E. MANNE
Notary Public. State of New York
No. 5008213
Qua!ified in Herkimer County
Commission Expires February 16, 01


Bylaws of

Schuyler's (1759) / 2nd Albany (1775), Inc.

A Not-for Profit Corporation

Article I - Offices

This corporation shall be known as Schuyler's (1759) / 2nd Albany, Inc. ("the Corporation"), and its principal office shall be located in the Town of Middleburg, County of Schoharie, State of New York. The Corporation may have such other offices, either within or without the County of Schoharie, State of New York, as the board of directors may determine or as the affairs of the Corporation may require from time to time.

Article II - Purpose

The purpose of this corporation shall be as follows: To promote, advance and encourage interest and education in colonial and early American histoiy through participation in living history demonstrations, military and civilian historical reenactments, and through public and private exhibitions, lectures, demonstrations, and roundtable discussions; to promote, encourage and provide social and friendly intercourse among the members; to purchase, borrow, or otherwise acquire, and hold, own, use and operate personal property including original and reproduction firearms, swords, weapons, ironware, cookware, tents, tools, and artifacts, and to rent premises as may be incidental to or in furtherance of the Corporate purposes; to engage and employ the services of individuals or groups who may facilitate the Corporation in attaining its objectives; and to do any other act or thing incidental to or connected with the foregoing purposes or in advancement thereof, but not for the pecuniary profit or financial gain of its members, directors, or officers except as permitted under Article 5 of the Not- For-Profit Corporation Law.

Article III - Members

1. Election of members. Members shall be elected by the board of directors. Prospective members shall apply for admission by notifying the president, completing such application form(s) as the board of directors may establish and require, and by paying such initial membership fee as the board shall establish. An affirmative vote of two-thirds of the directors shall be required for election.

2. Membership dues. Members shall pay dues annually at the rate established by the board of directors. Written notice of all changes in dues shall be provided to members at least thirty (30) days prior to the effective date of said change.

3. Voting rights. Each member sixteen (16) years or older and in good standing shall be entitled to one vote on each matter submitted to a vote of the members.

4. Termination of membership. The board of directors, by affirmative vote of two-thirds of all the members of the board, may suspend or expel a member for cause after an appropriate hearing, and, by a majority vote of those present at any regularly constituted meeting, may terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues for the period fixed in these bylaws.

5. Resignation. Any member may resign by filing a written resignation with the secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid.

6. Reinstatement. On written request signed by a former member and filed with the secretary, the board of directors, by the affirmative vote of two-thirds of the members of the board, may reinstate such former member to membership on such terms as the board of directors may deem appropriate.

Article IV - Meetings of Members

1. Annual Meeting. An annual meeting of the members shall be held in June of each year, at the Johnson Hall historic site in Johnstown, New York, to coincide with the "Market Fair" event, or at such other time and location as the board of directors shall establish and shall notify the members of at least thirty (30) days prior thereto, for the purpose of electing directors and for the transaction of such other business as may come before the meeting.

2. Special Meetings. Special meetings of the members may be called by the president, the board of directors, or not less than one-fourth of the members having voting rights.

3. Place of Meeting. The board of directors may designate any place, either within or without the State of New York, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation in the State of New York; but if all of the members shall meet at any time and place, either within or without the State of New York, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.

4. Notice of Meetings. Written or printed notice stating the place, day, and hour of any meeting of members shall be delivered, either personally or by mail, to each member entitled to vote at such meeting, not less than ten (10) nor more than sixty (60) days before the date of such meeting, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or by these bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the Corporation, with postage thereon prepaid.

5. Informal Action by Members. Any action required by law to be taken at a meeting of the members, or any action that may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.

6. Quorum. The members holding twenty-five per cent (25%) of the votes that may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.

7. Proxies. At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his duly authorized attorney in fact. No proxy shall be valid after 11 months from the date of its execution, unless otherwise provided in the proxy.

8. Voting by Mail. Where directors or officers are to be elected by members, such election may be conducted by mail in such manner as the board of directors shall determine.

9. Cumulative Voting. At any election for directors of the Corporation, each and every member entitled to vote may cumulate his vote by giving one candidate as many votes as the number of such directors multiplied by his vote shall equal, or by distributing such votes on the same principle among any number of such candidates.

10. Conduct of Meeting. The president shall conduct all meetings. Meetings may, at the discretion of the president, be informal; however, the Rules of Parliamentary Procedure shall be used as a guide to organization, and minutes shall be kept of all meetings.

Article V - Board of Directors

1. Powers. The affairs of the Corporation shall be managed by its board of directors. The board of directors shall be authorized to promulgate such rules from time to time as it deems desirable, to govern the use of Corporation property and equipment, and to approve ordinary expenditures up to $500.00. The board may delegate authority to the treasurer and president to pay routine bills up to $250.00.

2. Number, Tenure, and Qualifications. The number of directors shall be six (6), and shall include the President, Vice-President, Secretary, Treasurer, and two (2) directors at large. Prospective directors must have been members of the Corporation for at least one (1) year to be eligible to serve, and directors may serve no more than two (2) consecutive terms. Each director shall hold office until the next annual meeting of members following his election and until his successor shall have been elected and qualified.

3. Regular Meetings. A regular annual meeting of the board of directors shall be held without other notice than this bylaw, immediately after, and at the same place, as the annual meeting of members. The board of directors may provide by resolution the time and place, either within or without the State of New York, for the holding of additional regular meetings of the board without other notice than such resolution.

4. Special Meetings. Special meetings of the board of directors may be called by or at the request of the president or any two directors. The person or persons authorized to call special meetings of the board may fix any place, either within or without the state, as the place for holding any special meeting of the board called by them.

5. Notice. Notice of any special meeting of the board of directors shall be given at least five (5) days previously thereto by telephone or by written notice delivered personally or sent by mail or by electronic mail to each director at his address as shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by electronic mail, such notice shall be deemed to be delivered when the e-mail is sent. Any director may waive notice of any meeting. The attendance of a director at any 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. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these bylaws.

6. A majority of the board of directors shall constitute a quorum for the transaction of business at any meeting of the board; but if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

7. Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by law or by these bylaws.

8. Vacancies. Any vacancy occurring in the board of directors shall be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at an annual meeting or at a special meeting of members called for that purpose.

9. Compensation. Directors as such shall not receive any stated salaries for their services, but by resolution of the board of directors any director may be indemnified for expenses and costs, including attorneys' fees, actually and necessarily incurred by him in connection with any claim asserted against him, by action in court or otherwise, by reason of his being or having been such director, except in relation to matters as to which he shall have been guilty of negligence or misconduct in respect of the matter in which indemnity is sought.

Article VI - Officers

1. Officers. The officers of the Corporation shall be a president, a vice-president, a secretary, and a treasurer. No person may hold more than one office simultaneously.

2. Election and Term of Office. The officers of the Corporation shall be elected annually by the membership at the regular annual meeting of the members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be practicable. Each officer shall hold office until his successor shall have been duly elected and shall have been qualified.

3. Removal. Any officer elected or appointed by the board of directors may be removed by an affirmative vote of two-thirds of the membership whenever in its judgment the best interests of the Corporation would be served thereby.

4. Vacancies. A vacancy in any office, because of death, resignation, removal, disqualification, or otherwise, may be filled by special election by the membership for the unexpired portion of the term.

5. President. The president shall be the principal executive officer of the Corporation and shall, in general, supervise and control all of the business and affairs of the Corporation. He or she shall preside at all meetings of the members and of the board of directors. He or she may sign, with the secretaiy or any other proper officer of the Corporation authorized by the board of directors, any deeds, mortgages, bonds, contracts, or other instruments that the board of directors have 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 or by statute to some other officer or agent of the Corporation; and, in general, he or she shall perform all duties incident to the office of president and such other duties as may be prescribed by the board of directors from time to time.

6. Vice-President. In the absence of the president or in event of his inability or refusal to act, the vice-president shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions on the president. The vice-president shall perform such other duties as from time to time may be assigned to him or her by the president or by the board of directors.

7. Treasurer. If required by the board of directors, the treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the board of directors shall determine. He or she shall have charge and custody of and be responsible for all funds and securities of the Corporation; 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 depositaries as shall be selected by the board of directors; and, in general, perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him or her by the president or by the board of directors.

8. Secretary. The secretary shall keep the minutes of the meetings of the members and of the board of directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records; keep a register of the post-office address of each member which shall be furnished to the secretary by such member; and in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the president or by the board of directors.

Article VII - Amendments

These bylaws or any part thereof may be amended by an affirmative vote of two-thirds of the members present at a meeting held in accordance with these bylaws. Written notice of any proposed amendment shall be provided to each member together with notice of the meeting. Adopted at a special membership meeting October 10, 1999

Article VIII - Military Commander Office - adopted January 18, 2009

9. Military Commander. The Military Commander is by default the highest ranking military officer within Schuylers/2nd Albany. This position is to be elected yearly at the annual meeting by simple majority.  There are no term limits. The Military Commander is responsible for the military portion of Schuylers/2nd Albany and is authorized to make such decisions as the Military Commander feels are necessary, on the units behalf, that are beneficial and necessary to its smooth function and safety. These may include, but are not limited to, leading those under the Military Commander's command at any event the unit is attending (or delegate such authority) and appointment of such Officers and Non-Commisioned Officers as are needed. The Military Commander will represent the unit at any formal or informal meeting at an event (or appoint another to assume those duties as necessary). The Military Commander is the main point of contact for the unit with respect to dealing with the various umbrella organizations (BVMA, CL, BAR, BB, etc.) and the planning of events under these organizations. The Military Commander is empowered to act on the organizations behalf in setting up and committing the unit to events where the unit is to be compensated. The Military Commander is authorized to receive any compensation on the units behalf.  If the compensation is monetary, to turn it over to the Treasurer as soon as possible and notify the unit of its receipt.  If it is other than monetary to make the unit aware that such compensation has been received and see, depending on the nature of the compensation, that it is properly taken care of or dispersed to the appropriate person(s). The Military Commander will serve as a member of the Board of Directors and will have the same rights as all other members of the Board.  The Military Commander may not serve this position in combination with any other position on the Board.

Article IX - Addition of a 3rd Director at Large Position - adopted January 26, 2013

10. "Article V - Board of Directors" - Paragraph "2" shall be amended to read -

2. Number, Tenure, and Qualifications. The number of directors shall be eight (8), and shall include the President, Vice-President, Secretary, Treasurer, Military Commander and three (3) Directors at Large.

Article X - Modification of Article VIII - Military Commander Office - adopted January 25, 2014

11. Shall be ammended to allow for multiple Military Commanders and the inclusion of Kellogg's Artillery and will read:

9. Military Commander(s). The Military Commander(s) are by default the highest ranking military officer(s) within Schuylers/2nd Albany/Kellogg's. This position is to be elected yearly at the annual meeting by simple majority.  There are no term limits. The Military Commander(s) are responsible for the military portion of Schuylers/2nd Albany/Kellogg's and are authorized to make such decisions as the Military Commander(s) feels are necessary, on the units behalf, that are beneficial and necessary to its smooth function and safety. These may include, but are not limited to, leading those under the Military Commander's command at any event the unit is attending (or delegate such authority) and appointment of such Officers and Non-Commisioned Officers as are needed. The Military Commander(s) will represent the unit at any formal or informal meeting at an event (or appoint another to assume those duties as necessary). The Military Commander(s) are the main point of contact for the unit with respect to dealing with the various umbrella organizations (BVMA, CL, BAR, BB, etc.) and the planning of events under these organizations. The Military Commander(s) are empowered to act on the organizations behalf in setting up and committing the unit to events where the unit is to be compensated. The Military Commander(s) are authorized to receive any compensation on the units behalf.  If the compensation is monetary, to turn it over to the Treasurer as soon as possible and notify the unit of its receipt.  If it is other than monetary to make the unit aware that such compensation has been received and see, depending on the nature of the compensation, that it is properly taken care of or dispersed to the appropriate person(s). The Military Commander(s) will serve as a member of the Board of Directors and will have the same rights as all other members of the Board.  The Military Commander(s) may not serve this position in combination with any other position on the Board.

Article XI - Modification of Article IX - Addition of a 3rd Director at Large Position - adopted January 25, 2014

12. Shall be ammended to allow for multiple Military Commanders and will read:

10. "Article V - Board of Directors" - Paragraph "2" shall be amended to read -

2. Number, Tenure, and Qualifications. The Board of Directors shall include the President, Vice-President, Secretary, Treasurer and three (3) Directors at Large. The Military Commander or Commanders (depending on the number of Military Commanders elected) shall also be included in the Board of Directors.


All Done