About Us

Bylaws 2025

Preface

The World War One Historical Association (WW1HA) is a non-profit 501(c)(3) organization committed to promoting interest in the period of 1914-1918 and perpetuating the memory of all those who served their nations.

World War One Historical Association strives to build an awareness of the First World War and its profound and lasting effects through our print and digital publications, our regional chapters’ programs, battlefield tours, the annual Tomlinson Prize for the best new book on the period, and annual events that feature speakers from around the world.

World War One Historical Association was created in 2011 by the merger of the Western Front Association – US Branch and The Great War Society. Both organizations had been active since the 1990s.

The Bylaws contained herein establish relationships and procedures which will formalize the internal functioning of the World War One Historical Association. The Bylaws define both the duties of the Board of Directors in carrying out the business of the Membership and, the rights of the Membership to: (1) participate in the Annual Meeting, (2) review the annual financial report of the Association, (3) nominate and elect the Board of Directors, and (4) participate in amending these Bylaws when required.

ARTICLE I: TITLE

Section 1:

The title of the Association shall be the World War One Historical Association (“Association”). The Association is registered as a non-profit 501(c)(3) organization by the U.S. Government (Employer Identification Number 38-3020236), Michigan Department of Licensing and Regulatory Affairs (800858891), and the California Secretary of State (Entity No. 3505124).

Section 2:

The business offices of the Board of Directors (“Directors”) shall be in the cities and states of their domiciles.

Section 3:

The Association, when approved by the Directors, may organize Regional Chapters (“Chapters”) according to the geographical distribution of the Membership.

Section 4:

The Association is an “Affiliated Organization” of the Western Front Association in the United Kingdom.

ARTICLE II: ORGANIZATIONAL RELATIONSHIPS

Section 1:

Chapters shall function in accordance with the policies set forth in these Bylaws unless legal considerations and procedures peculiar to the State of organization dictate otherwise, in which case, special dispensation will be sought from the Directors.

Section 2:

Chapter Bylaws support the policies set forth in these Bylaws, paralleling the latter insofar as possible and prescribe Chapter internal operating procedures consistent with operations within the State of organization.

ARTICLE III: AIMS, OBJECTIVES, AND MOTIF OF THE ASSOCIATION

Section 1:

Aims—The Association is a non-profit 501(c)(3) organization committed to promoting interest in the period of 1914-1918 and perpetuating the memory of all those who served their nations.

Section 2:

Objectives—The Association strives to build an awareness of the First World War and its profound and lasting effects through our print and digital publications, our regional chapters’ programs, battlefield tours, the annual Tomlinson Prize for the best new book on the period, and annual events that feature speakers from around the world.

Section 3:

Description of the Motif—The Association motif includes the white letters “WW” and number “1” on the top half in a background of red with two horizontal strains of barbed wire. The title in black letters “Historical Association” is on the bottom half in a background of gray. The white numbers “1914-1918” are in a vertical box in the top right corner in a background of black.

ARTICLE IV: MEMBERSHIP

Section 1:

Ordinary Membership—Ordinary Membership in the Association shall be open to any individual person. Applications may be accepted or rejected by the Directors at their discretion and the Directors shall have no liability to state reasons for any rejection. Each member shall pay a reasonable annual membership fee as prescribed by the Directors annually by 11 November and shall be entitled to such privileges as the Directors shall decide.

Section 2:

Junior Membership—Junior Membership shall be open to any individual person under the age of 19. The membership fee shall be half that of an ordinary member. A junior member cannot stand for office and shall not be entitled to vote on any matter relating to the Association or in elections.

Section 3:

Honorary Membership—Honorary Membership may be elected at an Annual Meeting. An Honorary Member shall be exempt from paying an annual membership and shall not be entitled to hold any executive authority in the Association nor vote at any Annual Meeting. An Honorary Member shall be approved by a majority vote (51%) of Board Directors at any Annual Meeting.

ARTICLE V: RESIGNATION OR EXPULSION

Section 1:

Resignation—A Member who desires to resign their membership shall give written notice to the Secretary seven days prior to the 11th of November in any year. A Member whose annual membership shall not be renewed by the end of January shall be deemed to have resigned as a Member unless by a majority vote (51%) of Board Directors determines otherwise. A written notice of resignation shall be initially corresponded to the Association Secretary, maintained by the Association Secretary, and electronically corresponded to the Association President within 30-days of the written notice. A “Motion to Accept Notice of Resignation” laid before Board Directors shall include the written notice, Board discussion, and Board action within Association Minutes.

Section 2:

Expulsion—Board Directors shall have the right to terminate the membership of any Member who, in its opinion, acts in a manner prejudicial (e.g., harmful to someone; detrimental) to the good name and well-being of the Association or fails to abide by these Bylaws. A Member being considered for expulsion by Board Directors shall be provided an opportunity of being heard by the Board Directors regarding their alleged action(s). A Member shall be expulsed, based on a “Motion of Expulsion” laid before Board Directors, by a majority vote (51%) of Board Directors at any Annual Meeting, regular, or special meeting called by the Association President. A “Motion of Expulsion” shall include the notification of expulsion sent to the Director by the Association President, the Director written response, Board discussion, and Board action within the Association Minutes.

ARTICLE VI: MEETINGS OF THE ASSOCIATION

Section 1:

Annual Meeting—Unless ordered otherwise by the Board Directors, there shall be an Annual Meeting of the Association held in-person and/or electronically to receive annual reports, conduct elections, and transact other business.

Section 2:

Notice of Annual Meeting—Meeting location (e.g., in-person or electronic URL) and the agenda for the Annual Meeting, signed by the Association Secretary, shall be sent by USPS or electronically to each Member seven calendar days prior to the scheduled Annual Meeting.

Section 3:

Special Meetings—A special meeting of the Board Directors may be called by the Association President, a majority (51%) of Board Directors, or on a written request to the Association Secretary of a majority (51%) of Association Members.

Section 4:

Quorum—Attendance by a majority (51%) of the Board Directors at the Annual Meeting shall constitute a quorum and in case there be less than a majority, the presiding officer shall adjourn the Annual Meeting until a quorum is present.

Section 5:

Order of Business—The following order of business shall be reflected on the Annual Meeting agenda:

1. Call to Order
2. Reading and approval of the Annual Meeting minutes of the previous Annual Meeting
3. Received communications
4. Reports of officers
5. Reports of committees
a. Standing
b. Special
6. Unfinished business from previous Annual Meeting and/or special meetings
7. New business
8. Adjournment

Section 6:

Modification of the Order of Business—The order of business may be altered or suspended by a majority (51%) of Board Directors; however, the parliamentary rules as promulgated in “Robert’s Rules of Order” shall govern all deliberations, when not in conflict with these Bylaws.

Section 7:

Each Board Director, in good standing, is entitled to one vote on each Association matter submitted to a vote. Votes may be cast orally, in writing, or by proxy.

ARTICLE VII: BOARD OF DIRECTORS

Section 1:

Composition—The Board of Directors shall be composed of twelve (12) members to include the President, Vice President, Secretary, and Treasurer. A Board of Directors which is reasonably balanced based on geography, gender, and race shall be the goal. Past Presidents to be ex-officio members of the Board of Directors.

Section 2:

Elections—Board Directors shall be elected for a term of three (3) years by a majority (51%) vote of the Board Directors as indicated by oral, written, or proxy vote at the Annual Meeting. The number to be elected during a given year shall be one third (1/3) of the total number of Board Directors provided for in these Bylaws. Any Board Director shall be eligible for reelection; however,, in those cases, the benefits of continuity must be balanced against potential concerns that the Board might be “self-perpetuating.”

Section 3:

Board Charge—The Board Directors shall exercise supervision, control, and direction of the affairs of the Association, determine its policies within the limits of these Bylaws, actively prosecute its purposes and have discretion in the disbursement of its funds. The Board Directors may adopt such rules and regulations for the conduct of its business as shall be deemed advisable and may, in the execution of the powers granted by these Bylaws, appoint such agents as it may consider necessary.

Section 4:

Midterm Vacancies--Midterm vacancies may be filled by the Board Directors for a term to and at the next Annual Meeting. Such appointments may be made at any regular or special Board meeting or by electronic means if circumstances warrant.

Section 5:

Meetings—Except that the Board shall have a regular meeting at the time and place of the Annual Meeting, the Board Directors shall meet upon call of the Association President or upon demand of a majority (51%) of Directors. Electronically held meetings shall be held if circumstances warrant. Notice of all meetings shall be sent by USPS or electronically to each Director at least fourteen (14) calendar days in advance of such meetings, unless emergency conditions dictate otherwise. Meetings shall be open to all Association members in good standing except in those cases where a majority (51%) of the Board Directors deem it advisable that a meeting be closed.

Section 6:

Quorum—A majority (51%) of the Board Directors shall constitute a quorum at any meeting (Annual Meeting or special) of the Board.

Section 7:

Voting—Voting on any matter may be conducted at meetings by oral, written, or proxy, in the judgment of the Board as it deems appropriate. A simple majority (51%) of votes cast, including proxies, shall prevail.

Section 8:

Removal or Resignation—Board Directors may be removed:

1. With or without cause, by a majority (51%) vote of the Directors entitled to vote at an election of Directors
2. With cause by a majority (51%) vote of Directors then in office.

ARTICLE VIII: OFFICERS OF THE ASSOCIATION

Section 1:

Named Officers—The officers of the Association shall be a President, Vice President, Secretary, and Treasurer. The officers of the Association must be Members in good standing of the Association but not necessarily members of the Board. These officers shall be elected prior to the expiration of the incumbents by the Board Directors at the Annual Meeting. Election shall be conducted orally, written, proxy, or electronic method.

Section 2:

Removal—An Officer elected or appointed by the Board may be removed by majority (51%) vote of the Board Directors with or without cause.

Section 3:

Vacancies—Vacancies in any office may be filled for the balance of the term thereof by Board Directors at the Annual Meeting, special meeting, or electronically if circumstances warrant.

Section 4:

President—The President shall be the principal elected officer of the Association and shall preside at the Annual Meeting or special meetings. The President shall also preside at Executive Committee meetings. The President is charged with both executive and administrative responsibilities in the management and conduct of Association business and shall perform other duties as are necessarily incident to the office of President or as may be prescribed by Board Directors.

Section 5:

Vice President—The Vice President shall perform the President’s duties in the event of the President’s temporary disability or absence from the Annual meeting or special meeting and shall have such other duties as the President or Board Directors assign. The Vice President shall be responsible for maintaining updated Bylaws. The Vice President will succeed the President in the event of the resignation, or death of the President.

Section 6:

Secretary—The Secretary shall give notice of, distribution of the Annual Meeting or special meeting agendas, and keep minutes of all proceedings (e.g., Annual Meeting, special meetings, or committees) and perform such other duties as are usual for such officer. The Secretary shall maintain the membership roster. The Annual Meeting agenda shall be transmitted by USPS or electronically fourteen (14) calendar days prior to the Annual Meeting or transmitted by USPS or electronically seven (7) calendar days prior to a special meeting. The agendas fore mentioned shall include the time and location of the meeting and the appropriate URL for an electronic meeting.

Section 7:

Treasurer—The Treasurer shall carry out the duties prescribed herein in accordance with the financial procedures of the Association. The Treasurer shall maintain an account of all monies received and expended for use by the Association and shall make disbursements authorized by the Board Directors and approved by the Association President and such other officers as Board Directors may prescribe. The Treasurer shall deposit all sums in the bank approved by Board Directors and shall submit an annual financial report at the Annual Meeting and a monthly financial status report to the Association President. A copy of the annual financial report shall be included in the Annual Meeting minutes. Funds shall be drawn only over both the signatures of the Treasurer or the President or the President’s designated representative. The funds, books, and vouchers maintained by the Treasurer shall, with the exception of confidential reports submitted by Directors, at all times be subject to audit and inspection by the Board Directors. In event of temporary disability or absence of the Treasurer, Board Directors shall appoint a replacement to serve until the Treasurer can resume their duties.

Section 8:

Bonding—At the discretion of Board Directors, any officer of the Association shall furnish, at the expense of the Association, a fidelity bond, in such sum as the Board Directors may prescribe.

ARTICLE IX: COMPENSATION

Section 1:

Director Compensation—Board Directors shall not receive compensation for their services, but Board Directors, by resolution, may authorize reimbursement of specific expenses incurred in the performance of duties.

Section 2:

Officer/Staff Compensation—By authorized resolution of Board Directors at the Annual Meeting or by a special vote advanced by the Association President, an annual compensation may be authorized for the Secretary, Treasurer, and/or publication staff.

ARTICLE X: COMMITTEES OF THE ASSOCIATION

Section 1:

Appointments—The Association President, subject to the approval of Board Directors and in accordance with these Bylaws, shall appoint annually at the Annual Meeting or by special meetings such standing, special, or ad hoc committees as may be found necessary.

Section 2:

Executive Committee—There shall be elected annually by Board Directors two members, who, with Association’s President, Vice President, Secretary, and Treasurer, constitute the Executive Committee. The Executive Committee serves in an oversight capacity and, therefore, its members shall not serve simultaneously as a member of another committee. The Executive Committee may exercise the powers of the Board when the Board of Directors is not in session, either reporting to the full Board Directors at its next Annual Meeting or reporting by electronic means if timeliness is vital, any action taken. Three (3) members of the Executive Committee shall constitute a quorum for transaction of business. Meetings of the Executive Committee may be called by the Association President or by two (2) other Executive Committee members.

Section 3:

Nominating Committee—At least sixty (60) calendar days prior to the Annual Meeting, Board Directors shall point a nominating committee of three persons to nominate candidates for the Board. The nominating committee shall recommend to Board Directors candidates for each directorship to be filled for a full term and for vacancies that may have occurred in any directorship during the regular term thereof. Nominations for directors may be forwarded to the Nominating Committee Chair by any member of the Association for consideration where they should arrive at least thirty (30) calendar days prior to the Annual Meeting. The Membership shall be advised of those members who have been nominated along with their resumes by publication on the Association website.

ARTICLE XI: REGIONAL CHAPTERS

Section 1:

Regional Chapters—Regional Chapters within the Association shall function in accordance with these Bylaws with the exception that their organizational structure and procedures may be scaled down to meet their needs. However, Regional Chapters shall submit an annual financial report to the Association Treasurer at the end of the fiscal year (e.g., 10 November) for incorporation into the Association annual financial report to be presented at the Annual Meeting.

Section 2:

Prospective Regional Chapters—Prospective Regional Chapters shall make application to the Association President which will verify viability of the proposed Regional Chapter, assess the potential for conflicts with existing Regional Chapters and ascertain the availability of startup funding assistance from the Association. The application shall include information such as the geographical area to be encompassed and the designation of potential officers. The Association President shall forward the Prospective Regional Chapter application along with a recommendation to Board Directors for final approval.

Section 3:

Fiscal Responsibility—Regional Chapters are financially and logistically independent entities within the Association with the exception of the requirement for financial reporting. However, Board Directors may approve funding for specified projects of Regional Chapters, including startup funding, if it is deemed to be in the best interest of the Association.

ARTICLE XII: RECORDS, FISCAL YEAR, AND REPORTING TO THE INTERNAL REVENUE SERVICE

Section 1:

Records—The Association and Regional Chapters shall maintain financial records and minutes of all Association, Executive Committee, special, and commission meetings.

Section 2:

Fiscal Year—The Association fiscal year shall commence on 11 November and conclude on 10 November.

Section 3:

Internal Revenue Service—The Association is exempt from federal income tax under Section 501(a) of the Internal Revenue Code as an organization described in Section 501(c)(3). It is not required to file Form 990, Return of Organizational Exempt From Income Tax, if its gross receipts each fiscal year are normally $25,000 or less.

ARTICLE XIII: DUES

Section 1:

Dues—The annual dues for the Association shall be determined by Board Directors.

ARTICLE XIV: DONATIONS

Section 1:

Monetary donations over five-thousand dollars shall be accompanied by a “Deed of Gift” document.

Section 2:

The “Deed of Gift” document shall be reviewed by Board Directors at the Annual Meeting for acceptance or refusal.

ARTICLE XV: PLANNED GIFTS

Section 1:

Planned gifts are categorized as retirement plans, stock and investment funds, donor-advised funds, life insurance, bank accounts, jointly held accounts, United States Savings Bonds, and/or artwork and personal property.

Section 2:

The planned gift shall be accompanied by a “Transfer on Death” Form (e.g., Beneficiary Designation Form) or a “Payable Upon Death” Form based on the planned gift.

Section 3:

The planned gift and accompanying documentation shall be reviewed by Board Directors at the Annual Meeting for acceptance or refusal.

ARTICLE XVI: DISSOLUTION

The Association shall use its funds only to accomplish the objectives and purposes specified in these Bylaws. On dissolution of the Association or its successor organization, any funds remaining shall be disbursed to the National World War I Museum and Memorial. On dissolution of a Regional Chapter, any funds remaining shall be disbursed to the Association.

ARTICLE XVII: AMENDMENTS TO THE BYLAWS

Upon proposal by either Board Directors or the Membership, these Bylaws may be amended, or altered, in whole or in part by a majority (51%) vote at the Annual Meeting, provided that a copy of any proposed amendment(s) shall be mailed by USPS or electronically notified to the Membership at least thirty (30) calendar days prior to the Annual Meeting or a special meeting called by the Association President for the sole purpose of amending the Bylaws.

ARTICLE XVIII: MERGER WITH THE GREAT WAR SOCIETY

Section 1:

Merger—Once the merger take place, the US Branch of the Western Front Association will be named the World War One Historical Association and will become an “Affiliated Organization” of the Western Front Association in the UK.

Section 2:

Past Presidents—Past Presidents of TGWS and the World War One Historical Association will be ex-officio members of the board of directors.

Membership

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