The 405th Infantry Division (hereafter referred to as “the 405th,” “organization” or possessive pronouns) is the world’s premiere Halo® based costuming organization. Our members enjoy, express, and share their interest in costuming with others in the fan community by creating and wearing costumes and props that represent characters from the Halo® universe, which includes but is not limited to Halo-based video games, books, comics, and television shows. Our organization was founded in 2005 as an online message board to help fans create the complex costumes and props seen in the Halo® universe and in 2014 expanded its scope to become a costuming fan club.
With respect to Microsoft's "Game Content Usage Rules," our members hold no rights to the characters they portray and recognize it is a privilege to wear these costumes. We are not endorsed by Microsoft and do not reflect the views or opinions of Microsoft or anyone officially involved in producing or managing Halo®. As such, we, as an organization, do not currently contribute to the official narrative of the Halo® universe.
We also acknowledge that while in costume we are unofficial representatives the Halo® universe and as such accept the responsibility to behave professionally and tastefully while in public.
The 405th Infantry Division is wholly owned by Movie Prop Sites, LLC. It is operated by Movie Prop Sites, LLC as well as volunteer members from the community.
This Mantle serves to define what the 405th is, what it shall be, and to set down guidelines for the operations within our costuming fan club.
We hold three core values:
- UNITY: We value every member and the bond of community they collectively create.
- ARMOR: We value the enduring passion and attention to detail our members pour into the creation of their costumes.
- HONOR: We value not only honor among our members, but honoring and celebrating the fictional universe of Halo®.
We promote the development of artistic skill and the honing of artistic talent through the creation of Halo® costumes and props. We accomplish this by providing makers and cosplayers a global community in which they can share their knowledge and experience, which in turn nurtures and sustains their passion for the Halo® universe.
Article I. Membership
We are an inclusive organization with 2 primary types of members. The type of membership a person maintains will determine the access they have to certain sections of the site as well as the ability to represent the club in certain ways. At its most basic form, these members are divided between community members with costumes and community members without costumes.
- Type A - Recruit Membership (New Member): is limited membership open to persons 13 years or older with a registered personal account on the 405th official website. These members have maintained a personal account on the 405th official website for less than 90 days AND made less than 50 posts on the 405th official website.
- Type B – Enlisted Membership (Full Member): is limited membership open to persons 13 years or older with a registered personal account on the 405th official website. These members have made 50 posts+ and have maintained a personal account for 90+ days on the 405th official website.
Recruits and Enlisted Members are defined as a member in good standing whose presence is limited, primarily, to the 405th website.
- Register and participate on the 405th website/forum.
- Attend official/unofficial events as a representative of the 405th in a non-costume (supporting/handler) capacity under the supervision of a Deployed Member (Type D) with the express consent of local, regional, or organizational command.
- Buy 405th merchandise.
- Vote in unit elections.
- Run for unit office or be appointed to a unit office.
- Create 405th or Unit merchandise.
- Buy "Auxiliary Member Only" or "Deployed Member Only" merchandise.
- Access unit “Deployed Members-only” forums.
- Attend official/unofficial events in/out of costume as a representative of the 405th without supervision.
- Type C – Auxiliary Membership: is limited membership open to persons 18 years or older with a registered personal account on the 405th official website. These members have already fulfilled the requirements needed to maintain a Type B Membership..
Auxiliary Members are defined as a member in good standing who meets the following requirements:
- Meets all 405th Auxiliary Membership Requirements (i.e. is over 18 years of age, etc).
- Maintains active contact with their Regiment/Battalion.
- Participates in at least two Regiment/Battalion or Division activities per year*. Examples of an activity include, but are not limited to conventions, charity events, or any activity designated as an event by a coordinating administrative unit of the 405th.
- Vote in unit elections.
- Be appointed to a unit office. (While an Auxiliary member is not eligible to run for an elected office, they may be appointed to an office by their unit CO)
- Attend official/unofficial events as a representative of the 405th in a non-costume (supporting/handler) capacity with the express consent of local, regional, or organizational command.
- Buy "Auxiliary Member Only" merchandise.
- Create 405th or Unit merchandise. (creation must be approved by the DIO)
- Type D - Deployed Membership: is limited membership open to persons 18 years or older who own a completed Halo-based costume that meets the requirements of the organization.
- Tier 1 - Apprentice Costumer: is limited membership open to persons who own a costume that meets the first level with regard to the standards of accuracy, completeness, and quality of construction as required by the 405th.
- Tier 2 – Hero Costumer: is limited membership open to persons who own a costume that meets the second level with regard to the standards of accuracy, completeness, and quality of construction as required by the 405th.
- Tier 3 - Legend Costumer: is limited membership open to persons who own a costume that meets the third level with regard the standards of accuracy, completeness, and quality of construction as required by the 405th.
- Meets all 405th Deployed Membership Requirements (i.e. ownership of an approved costume, is over 18 years of age, etc).
- Has submitted and had approved a Deployed Membership application.
- Maintains active contact with their Regiment/Battalion.
- Participates in at least one Regiment/Battalion or Division activity per year* while wearing an approved 405th costume owned by said member as recorded during their application. Examples of an activity include, but are not limited to conventions, charity events, or any activity designated as an event by a coordinating administrative unit of the 405th.
- Having their personal data stored with 405th records, e.g. the Deployed Member database.
- Disciplinary data being held against that personal data.
- Their personal name being used in the course of business in the 405th Infantry Division.
- The 405th being able to share personal data to any justified party within the course of the 405th's business, including convention organizers, 343i, social media and law enforcement.
- Vote in polls of the Deployed Membership.
- Vote in local elections.
- Run for and/or hold elected or appointed offices in the 405th.
- Coordinate/host official 405th events as designated or allowed by their unit leader.
- Create “Deployed Member-only” merchandise. (creation must be approved by the DIO)
- Buy 405th merchandise.
- Have their picture displayed on 405th produced promotional materials/websites/social media
- Participate in official 405th events (i.e. charity benefits, celebrity appearances, guest escorts, etc).
- Have access to the Deployed Member forums.
- The chief administrator of the Battalion
- Responsible for the operations of the Battalion and the coordination of events that occur within the Battalion's boundaries
- Responsible for maintaining communications with their Regiment Commanding Officer (RCO)
- Appoints the remaining Battalion officers, any additional staff, and administers local forum rules
- Principal representative of the Battalion membership
- Responsible for Battalion merchandise submission to the Division Identity Officer (DIO) for approval
- May delegate duties as needed, but ultimately responsible for their completion.
- Performs duties as assigned by the BCO
- Assumes leadership of the Battalion in the absence of the BCO
- Responsible for reviewing official member costume compliance
- Oversees Battalion member information
- The chief administrator of the Regiment
- Responsible for the operations of the Regiment and the coordination of events that occur within the Regiment’s boundaries
- Responsible for maintaining communications with the Division Executive Officer (DXO)
- Appoints the remaining Regiment officers, any additional staff, and administers local forum rules
- Principal representative of the Regiment membership including the Battalions under the Regiment
- Responsible for Regiment merchandise submission to the Division Identity Officer (DIO) for approval
- May delegate duties as needed, but ultimately responsible for their completion.
- Performs duties as assigned by the RCO
- Assumes leadership of the Regiment in the absence of the RCO
- Responsible for reviewing official member costume compliance
- Oversees Regiment member information
- Oversee the daily administrative operations of the organization at the global level
- Oversee the long term goals and direction of the club
- Manage the organization's business
- Division Staff seats are perpetual seats until the member retires their seat or is removed from the Division Staff by the DCO. The DCO may select an interim replacement for the vacant seat until such time as a permanent officer is appointed.
- All Division Staff vacancies require an announcement on the 405th forum, from the DMO to all members in good standing to submit applications with the relevant requested information for the vacant seat. The application submission period will last no more than 30 days. Upon completion of the submission period the DMO will create a thread in the Division Staff forum, and place all applications into the post for review/discussion by the Division Staff members. The review/discussion period will last no more than 2 weeks (14 days) from closing of the submission period.
- The DCO will appoint a replacement.
- Upon appointment to the Division Staff, members in unit command staff must relinquish that position to assume the Division Staff role. If relinquished position is a unit Commanding Officer, the DMO must initiate elections for new unit Commanding Officer.
- Chief administrator and executive director of the organization
- Has ultimate approval and veto power of organization-wide policy changes
- Maintains a seat on all committees of his/her choosing
- Organizes partnerships with outside groups
- Oversees the administration of all financial matters pertaining to the organization
- Signs all negotiable instruments and contracts pertaining to the organization
- Serves as the primary point of contact for studios and VIPS.
- Oversees daily organization operations as the “President”
- Presides over the 405th Division Staff
- Calls for Division Staff voting on new organization policy or changes in organization policy
- Serves as a liaison between the Regiment COs and the Division Staff
- Serves as a liaison between the Division Staff and the DCO
- Serves as the primary point of contact for celebrities.
- Interprets and enforces organization rules
- Serves as an impartial mediator for disputes among members or officers
- Organizes and oversees all elections and voting.
- Oversees disciplinary hearings
- Reviews and processes applications for membership, Regiment and Battalion
- Maintains the 405th Member Catalog
- Maintains the 405th Unit Catalog
- Drives costume policies, including heading the Applicant Team which approves membership for new applicants and quality control of membership costume submissions
- Arbiter of member costume issues and approvals
- Serves as the 405th's advocate
- Primary point of contact with the public and outside parties
- Serves as the executive editor of all 405th publications and multimedia productions
- Protects the 405th Identity
- Oversees all merchandise operations, including those of local units.
- Ensures that all branding and merchandise projects adhere to rules and guidelines that govern use of images, pricing, and distribution.
- Oversees all technical issues relating to the 405th.com website.
- Battalion Commanding Officer (BCO) and Regiment Commanding Officer (RCO) are elected by popular vote of the active members of their respective unit.
- Executive Office and Membership Officer of Battalion and Regiment are appointed by their respective CO.
- CO may appoint other administrative positions within their unit as needed.
- Active Deployed members in good standing are eligible to run for CO.
- Deployed members are eligible to nominate and vote in elections within their currently assigned unit.
- Members that are classified as reserve, retired, suspended, or discharged may not vote unless their status has been changed back to active before voting begins. Notice of upcoming elections will be posted on the 405th.com at least one week prior to the beginning of the nomination period.
- Elections for CO positions are held once every two years.
- Elections will begin at 12:01am PST on the 1st Wednesday of January.
- Nominations will be open for 4 days beginning on Wednesday and concluding on the Saturday immediately following.
- At 12:01am PST on Sunday, a question-and-answer period begins and runs for 4 days, closing on the Wednesday immediately following.
- Commanding Officers are elected by the popular vote of the members of their unit. Voting will open Thursday following the question-and-answer period and be available for 4 days, ending on the following Sunday.
- Election results will be announced on Monday.
- The remainder of the month is reserved for transitioning between administrations. Elected candidates will take office at 12:01am PST on February 1st.
- If no one challenges an incumbent leader of a unit, an election may be waived.
- All Division Staff Offices are appointed by the DCO.
- DCO serves life-time terms until retirement from, or forced removal from office.
- At retirement or removal, the office of DCO is elected by popular vote of the active members of the 405th, and confirmed by vote of the Division Staff.
- Only use the lockups in their entirety
- Only use the lockups at a size larger than 200px tall (digital forms) or 1.5” tall (physical forms).
- If height of the lockup is X, do not display any other artwork within .25X of lockup.
- Do not alter the proportions, or alter the relationship of the elements in any way.
- Do not change the font or alter the spacing between letters.
- Do not incorporate the 405th lockups into your own identity or use the lockups in conjunction with any other artwork.
- Never create a new logo that combines the 405th lockups with another identity.
- Do not deface or modify the lockups in any way. *
- Do not place the lockups on or near anything vulgar or repugnant. If there is a question as to whether something is considered vulgar or repugnant, then there is no question.
- Do not reproduce the lockups using any color other than provided. **
- Do not reproduce lockups to look three-dimensional.
- Do not rotate or animate the lockups.
- Do not add special effects to the lockups such as shadows, reflections, or glows.
* Adding “weathering” if placing the lockups on a costume is acceptable. Adding graffiti is not acceptable.
** Any single color may be used for one color versions of the Horizontal Lockups, the Emblem, or the 405th logo elements.
- While the 405th Identity is for use by any member for PERSONAL USE, members cannot create ANY merchandise or retail items using the identity. This includes but is not limited to clothing, patches, stickers, coins, etc. This also applies to the Regiment and Battalion levels.
- Any banners, flyers or promotional items containing the 405th Identity that is being used to promote the 405th MUST be approved by the DIO BEFORE being used.
- As noted above, when a member uses the 405th identity, they represent the 405th in an unofficial capacity, as a member of the community. Unless that member are an official representative for the community they should exhibit caution in not misrepresenting themselves as such.
A Recruit/Enlisted Member is eligible to:
A Recruit/Enlisted Member is not eligible to:
Recruit/Enlisted members who participate in events with a Deployed Member that represents the 405th in an official capacity, or who participate in conversations within a Regiment/Battalion forum may be subject to disciplinary actions by the 405th/Regiment/Battalion for infractions of the 405th Mantle or forum Code of Conduct.
Regiments/Battalions may allow Recruit/Enlisted members non-costume participation at official events under the supervision of a Deployed Member (Type D) if they so choose. Should a Regiment/Battalion choose to allow a Recruit/Enlisted member non-costume participation at official events, 405th/Regiment/Battalion take responsibility for the actions of those Recruit/Enlisted members while representing the 405th.
In addition to Type B eligibility, an Auxiliary Member is eligible to:
Auxiliary members who participate in events with a Deployed Member that represents the 405th in an official capacity, or who participate in conversations within a Regiment/Battalion forum may be subject to disciplinary actions by the 405th/Regiment/Battalion for infractions of the 405th Mantle or forum Code of Conduct.
Regiments/Battalions may allow Recruit/Enlisted members non-costume participation at official event if they so choose. Should a Regiment/Battalion choose to allow a Auxiliary member non-costume participation at official events, 405th/Regiment/Battalion take responsibility for the actions of those Auxiliary members while representing the 405th.
A Deployed Member is defined as a member in good standing who meets the following requirements:
Upon becoming a Deployed Member, applicants agree to:
*Members who serve in military branches or in professions that may keep them from attending events for a time greater than twelve (12) months are exempt from activity level requirements if their service or profession renders them unable to meet these requirements.
These Minimum Activity Level Requirements should be administered as justly and with as much common sense as possible.
A member may retain active status, even if they do not meet all of the requirements listed above at the discretion of their unit Commanding Officer.
A Deployed Member is eligible to:
Upon admission, Deployed Members will choose a unique number in the 405th member catalog. The catalog number is unique to the individual member and is non-transferable.
Members agree to use and wear their costumes in accordance with the participation requirements as set forth by the 405th.
Members are expected to comply with their respective applicable local, regional, and national laws.
The right to grant, deny, revoke, or suspend membership is reserved by and under the sole authority of the Division Commanding Officer and may not be superseded by any rules of any 405th subdivision or unit.
We reserve the right to deny or revoke membership at any time, based on any past criminal history as outlined in Operational Procedures and in accordance with the laws of the applicable country or region within. Notice of such denial or revocation will be filed with the 405th Command Staff.
Article II. Organizational Units
The 405th is divided into 3 main units: Division, Regiment and Battalion. Most activity will be conducted at the local and regional level with the Division Staff serving as an administrate body.
Battalions are small regionally based organizational unit, covering “local” geographic areas such as a State in the US, or a Country internationally.
A Battalion consists of a minimum of five (5) Deployed members and is administrated by an elected Battalion Commanding Office (BCO). Battalions are responsible for holding member meetings, providing Deployed Members with events, and carrying out the policy prescribed in the 405th Mantle as well as those passed down by the Division Staff.
Member affiliation with a Battalion is normally based upon geographical boundaries and the member's primary residence. A member can request to be placed in another Battalion if they feel closer to that Battalion and it is more feasible to regularly attend events with that Battalion. If approved by the BCO of the member's original Battalion as well as the adopting Battalion's BCO, the member may switch Battalions.
A Battalion may only be formed within an existing Regiment.
Applicants for new Battalion status must complete the New Unit Application Form in which they list their new Battalion’s proposed name, proposed geographic region, roster of members from the existing Regiment, and a brief statement of purpose outlining the reasons for the Battalion to be formed.
Once submitted, the DMO will review the application and verify the membership status of the applicants. The DMO will then present the application to the DCO for final approval.
If approved by the DCO, the new Battalion undergoes a six month probationary period, during which it must demonstrate that it can operate as an independent body. After the six month period, the Division Staff will vote to approve the Battalion officially.
Battalion Commanding Officers are free to adopt reasonable local policies and procedures in accordance with the 405th Mantle as needed, so long as they are supported by the local membership and do not conflict with the letter or intent of the 405th’s policies and procedures. A BCO is free to appoint additional administrative staff and delegate duties (to those willing to accept those duties) as needed.
Battalions that fall under five (5) members will have a grace period of one year to return the membership level to or above the minimum. Battalions that fail to retain the minimum required membership level may be subject to losing Battalion status and may be placed in a Suspended status.
Battalion Commanding Officers report to their Regiment Commanding Officer.
A list of 405th Battalions and their boundaries is maintained by the Division Member Officer.
Regiments are large regionally based organizational units, covering broad geographic areas. Regiments typically consist of 3 or more Battalions, but may be maintained without any Battalions under them.
A new Regiment may be formed from 3 or more Battalions that geographically touch as long as the new Regiment doesn’t leave less than 25 members in the old Regiment.
Applicants for new Regiment status must complete the New Unit Application Form in which they list their new Regiment’s proposed name, proposed geographic region, roster of members from the existing Regiment, and a brief statement of purpose outlining the reasons for the Regiment to be formed.
Once submitted, the DMO will review the application and verify the membership status of the applicants. The DMO will then present the application to the DCO for final approval.
If approved by the DCO, the new Regiment undergoes a six month probationary period, during which it must demonstrate that it can operate as an independent body. After the six month period, the Division Staff will vote to approve the Regiment officially.
Regiment Commanding Officers are free to adopt reasonable policies and procedures in accordance with the 405th Mantle as needed, so long as they are supported by the local membership and do not conflict with the letter or intent of the 405th’s policies and procedures. A RCO is free to appoint additional administrative staff and delegate duties (to those willing to accept those duties) as needed.
Regiments that fall under ten (10) members will have a grace period of one year to return the membership level to or above the minimum. Regiments that fail to retain the minimum required membership level may be subject to losing Regiment status and may be placed in a Suspended status.
Regiment Commanding Officers report to the Division and oversee the Battalions within them.
A list of 405th Regiments and their boundaries is maintained by the Division Member Officer.
The Division is the entirety of the organization, encompassing all Members, Battalions and Regiments and also including the Division Staff which oversees the administrative needs of the organization at the Division level.
Article III. Offices
Battalion Offices exist to oversee the daily local operations of the 405th at the Battalion level. Each Battalion must contain at least these three offices. The combination of these offices exist as the Battalion Staff.
Battalion Commanding Officer (BCO)
Battalion Executive Officer (BXO)
Battalion Membership Officer (BMO)
Regiment Offices exist to oversee the daily local operations of the 405th at the Regiment level. Each Regiment must contain at least these three offices. The combination of these offices exist as the Regiment Staff.
Regiment Commanding Officer (RCO)
Regiment Executive Officer (RXO)
Regiment Membership Officer (RMO)
The Division Staff is the chief executive body of our organization, and consists of members in good standing serving posts as Division Staff Officers. They exercise all powers of management of the organization both specifically and not specifically documented in the 405th Mantle. The Division Staff exists to:
Term of Office, Vacancies, Appointments
The Division Staff consists of the following officers:
Division Commanding Officer (DCO)
Division Executive Officer (DXO)
Division Judicial Officer (DJO)
Division Membership Officer (DMO)
Division Public Relations Officer (DPR)
Division Identity Officer (DIO)
Division Webmaster (DWM)
Article IV. Elections
Battalion and Regiment
All offices, excluding DCO, serve one-year terms which end with the calendar year. Annual review/elections are mandatory, unless an incumbent officer stands unchallenged, in which case the election is waived.
In the event an officer is unable to perform the duties of their office, an immediate emergency replacement must be made (by election or appointment, depending on the office. If a Commanding Officer is unable to serve, the Executive Officer will assume nominal leadership until a replacement is made. If both the Commanding Officer and Executive Officer are unable to serve, the Membership Officer will assume nominal leadership until a replacement is made. Inability to serve may be determined by either voluntary resignation of the office, or a period of 30 days of unresponsiveness in office after all reasonable means of communication are exhausted.
Any unit of the 405th (including the 405th itself) may address egregious problems in leadership by requesting a recall election of the unit's leader. Requests for recall elections must be submitted to the DJO for consultation, review, and approval before proceeding. Recall elections are not to be used to express dissatisfaction with the results of a properly conducted and legitimate election process (concerns with improperly conducted elections should be forwarded to the DJO, and are outside the scope of this provision).
Actively campaigning for any elected role within our organization is strictly forbidden. Any member found to be canvassing, campaigning, or soliciting for nominations or votes is subject to local and/or organizational-level punishment.
Article V. Finances
The 405th DCO will maintain responsibility for all finances. All income and property, however derived, are acknowledged as being owned wholly by Movie Prop Sites, LLC. No monies associated with the 405th will be held in accounts outside of Movie Prop Sites, LLC’s direct control.
The property of the organization will consist of items owned wholly by Movie Prop Sites, LLC on behalf of all its members. All property is to be listed in a Property Book maintained by the DCO in support of the organizations accounts. Property is to be depreciated where appropriate and adequately insured.
Article VI. Identity and Merchandise
The 405th identity is a symbol of excellence in Halo costuming and represents all that is good in a costuming-based community.
Any material (hereafter referred to as items) which includes the words "405th Infantry Division", “405th”, or using the 405th logos, URLs, or those of any sub-units of the 405th, or any other term or image that can be reasonably identified with the 405th or its sub-units is considered representative of the 405th organization. Such proposed items are to be submitted to the Division Identity Officer (DIO), who shall be responsible for the review and approval of any proposed promotional material and merchandise of the 405th or any unit, or subdivision therein. The DIO may impose additional regulations governing the production and/or distribution of such merchandise and make them available to the 405th. In the case of questionable items, the DCO has final word on approval.
405th items must be as free of copyrighted material as reasonably possible (including use of unmodified Microsoft/343/Bungie photos or artwork).
Neither members nor non-members may sell any items that represent the 405th or use the 405th identity without approval from the DIO.
405th items must not misrepresent or misidentify its user/wearer in any role other than as a member or supporter of the 405th organization. No shirt will bear the label "Security" or "Staff" unless created with the full permission of an event organizer and labeled specifically for that event only.
405th items specifying a sub-unit of the club are allowed and encouraged. Such examples would be items promoting 405th Regiments and Battalions. All such items are still subject to the same rules that apply to any 405th items.
By creating any material which includes the words "405th Infantry Division", “405th”, or using the 405th logos, URLs, or those of any sub-units of the 405th, or any other term or image that can be reasonably identified with the 405th or its sub-units, the creator of that material irrevocably grant to Movie Prop Sites, LLC, its affiliates and distributors, a worldwide, royalty-free, exclusive, and fully sub-licensable license, to use, reproduce, modify, adapt, translate, publicly perform, publicly display, create derivative works from, transfer, transmit and distribute, in connection with promotion, retail sales or elsewhere, such material (in whole or in part) and to incorporate those materials into other works in any format or medium now known or later developed.
Our logos can be used by any member for PERSONAL USE with the following limitations:
Additional Limitations and Guidelines:
Merchandise not abiding by these guidelines will be considered unauthorized and its sale shall be forbidden to members of the 405th. Producing or distributing unauthorized merchandise may be subject to disciplinary action by the 405th.
We do not endorse or manage the creation or sale of props, costumes, or costume parts or materials by anyone for sale to others. All sales are private transactions between the buyer and seller. However, we may take action to limit the ability of private parties to defraud or scam our members.
Article VII. Disciplinary Action
The 405th’s standards of conduct exist to provide a consistent representation of the organization to the outside world and to provide a level of protection to its members from abuse and misconduct. To this end, the 405th adheres to the following prescription for disciplinary action.
All Commanding Officers are expected to enforce the rules of the 405th in their respective jurisdictions. Any member behaving in an unacceptable manner or violating 405th rules (in letter or intent) or the tenets thereof is subject to disciplinary action. Disputes within any 405th subdivision are to be managed by the Commanding Officer of the subdivision, unless the Commanding Officer is involved in the dispute or there is any other clear conflict of interest on their part, in which case the dispute must be escalated to the next level.
Complaints should be directed by members to their immediate Commanding Officer. The Commanding Offer is responsible for mediating the dispute. Mediation may take the form of an informal meeting between the parties in which the Commanding Officer presides, up to formal hearings in which the DJO presides. If a dispute appears that it will ultimately require a formal hearing, the DJO must be notified as soon as possible so they can observe the proceedings or be otherwise included in communications related to the dispute prior to the formal meeting.
In the event a conflict or complaint involves members of different units, the Commanding Officer of the primary complainant serves as the presiding officer and conducts a meeting with the defendant and the Commanding Officer of the defendant's unit. Again, if a formal hearing is required or if one of the parties involved in a dispute is an officer of a unit, the hearing will be overseen by the DJO or a designated representative.
All hearings are conducted on the 405th forum, unless otherwise directed by the DJO.
No member may be removed from the 405th without the knowledge and approval of the DCO.
Following the resolution of a dispute or hearing, members have the right to appeal the decision to the DCO within 30 days. Any judgment by the DCO following an appeal is final.
Article VIII. Legal
The remedies and procedures provided in the Mantle and all subsections hereof must be exhausted prior to the filing or commencement of any legal proceeding by any member, former member, Chapter or Related Entity involving the 405th or any officer or employee thereof before a court having competent jurisdiction thereof.
Arbitration, Venue and Applicable Law
The parties expressly agree that all disputes or controversies arising out of the Mantle, their performance, or the alleged breach thereof, if not disposed of by provisions set forth within Tthe Mantle, shall be resolved only by arbitration in accordance with this section. Either party must demand such arbitration only within 6 months after the controversy arises by sending a notice of demand to arbitrate to the American Arbitration Association (the "Association"), with a copy thereof to the other party. The dispute shall then be arbitrated by a single arbitrator pursuant to the Commercial Rules of the Association at the Association office in Delaware. In the disposition of the dispute, the arbitrator shall be governed by the express terms of the Mantle and otherwise by the laws of the State of Delaware which shall govern the interpretation of the Mantle. In all such matters, only the substantive laws of the State of Delaware without regard to the conflicts of laws thereof shall apply in any proceedings involving the 405th. In no event shall the substantive laws of any other jurisdiction have any application in any legal proceeding involving the 405th. The decision of the arbitrator shall be final and conclusive on the parties and shall be a bar to any suit, action or proceeding instituted in any federal, state or local court or before any administrative tribunal. Notwithstanding the foregoing, judgment on any award by the arbitrator may be entered in any court of competent jurisdiction. This arbitration provision shall survive any expiration or termination of the Mantle.
Failure to Comply
In the event that legal proceedings are threatened or commenced in violation of or without compliance with this Rule and all subsections hereof, the Division Staff may in its discretion summarily order the member, former member, Chapter, or Related Entity covered under this Rule to dismiss such legal action and comply with this Rule and all subsections hereof.
As required by the Mantle, the 405th shall indemnify the members of the Division Staff and the officers of the 405th as set forth in this Rule.
1.1. In General. Subject to the limitations on indemnification set forth in this Rule, or otherwise imposed by applicable law, the 405th shall indemnify, to the fullest extent permitted by applicable law, now or hereafter in effect, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he or she is or was an officer of the 405th, or is or was an officer of the 405th serving at the request of the 405th as a director, trustee, or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the 405th, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; provided, however, the 405th shall be required to indemnify an officer in connection with an action, suit or proceeding initiated by such person only if such action, suit or proceeding was authorized by the Division Staff. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea or nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the 405th, and, with respect to any criminal action or proceeding, had reasonable
1.2. No Indemnification Where Found Liable. Subject to the limitations on indemnification set forth in this Rule, or otherwise imposed by applicable law, the 405th shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the 405th to procure a judgment in its favor by reason of the fact that he or she is or was an officer of the 405th, or is or was an officer of the 405th serving at the request of the 405th as a director, trustee, or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys' fees) actually reasonably incurred by him or her in connection with the defense or settlement or such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the 405th; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the 405th unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.
1.3. Determination by Division Staff. Any indemnification under this Rule (unless ordered by a court) shall be made by the 405th only as authorized in the specific case upon a determination that indemnification of officer is proper in the circumstances because he or she has met the applicable standard of conduct set forth in this Rule. Such determination shall be made (i) by the Division Staff by a majority vote of such officers who were not parties to such action, suit or proceeding (even if such majority vote constitutes less than a quorum), or (ii) if the majority vote of such officers so directs (even if such majority vote constitutes less than a quorum), upon receipt from independent legal counsel of a written opinion that such indemnification is reasonable, or (iii) by the members of the 405th by resolution of the Regional Conclave. To the extent however, that an officer of the 405th has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith, without the necessity of authorization in the specific case.
1.4. Good Faith Defined. For purpose of any determination under this Rule, a person shall be deemed to have acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the 405th, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the 405th or another enterprise, or on information supplied to him or her by the officers of the 405th or another enterprise in the course of their duties, or on the advice of legal counsel for the 405th or another enterprise or on information or records given or reports made to the 405th or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the 405th or another enterprise. The term “another enterprise” as used in this Rule shall mean any corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the 405th as a director or officer. The provisions of this Rule shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in this Rule, except however, that a resolution of the Division Staff shall be conclusive of whether or not such person acted in a manner which is or was opposed to the best interests of the 405th.
1.5. Expenses Payable in Advance. Expenses (including attorneys' fees) incurred by the officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the 405th in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the 405th as authorized in this Rule.
1.6. Non-exclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Rule shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under agreement, contract, vote of members, or the Division Staff or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, it being the policy of the 405th that indemnification of the persons specified in this Rule shall be made to the fullest extent permitted by law. The provisions of this Rule shall not be deemed to preclude the indemnification of any person who is not specified in this Rule but whom the 405th has the power or obligation to indemnify.
1.7. Certain Definitions. For purposes of this Rule, references to “the 405th” shall include, in addition to the incorporated association domiciled in the State of North Carolina which is generally the 405th, any resulting corporation or successor unincorporated association wherever incorporated or domiciled, any constituent entity thereof (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent entity, or is or was a director or officer of such constituent entity serving at the request of such constituent entity serving at the request of such constituent entity as a director or officer of a corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Rule with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Rule, references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the 405th” shall include any service as a director or officer of the 405th which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the 405th” as referred to in this Rule. For the purposes of this Rule, an “officer” of the 405th, including without limitation an “executive officer” or “director” of the 405th, shall include, by way of example but without limitation, all advisers, commissioners or other volunteer positions appointed from time-to-time by the Division Staff, including those full-time employees of the 405th described as “directors” or “managers” in their job title. “Executive officers” and “directors” shall each include by way of example but without limitation, the elected officers of the 405th incumbent in the offices of the Division Staff.
1.8. Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Rule shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or executive officer and shall inure to the benefit of the heirs, executors and administrators of such a person.
1.9. Limitation on Indemnification. Notwithstanding anything contained in this Rule to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by the applicable provisions of this Rule and generally by the Rules with respect to Disputes), the 405th shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Division Staff of the 405th. Without limiting the generality of the foregoing, any indemnification under this Rule shall be subordinate to the policies of insurance applicable to the defense of any acts or omissions giving rise to any claim resulting in possible indemnification under this Rule.
Article IX. Amendments
A committee, supervised by the DJO, and consisting of the Division Staff and the Regiment Commanding Officers oversee and manage amendments to the Mantle. This committee is called the Mantle Review Committee (MRC).
Amendments and alterations to the Mantle may be proposed by official 405th members to their Commanding Officer who will in turn pass it up until it reaches the DJO. Proposals may be submitted by 405th members to the MRC at any time during the year. The MRC may also work on proposals at any time throughout the year and have no time constraints upon which a proposal must be addressed.
The DJO will submit the proposal to the MRC which will review and potentially revise the proposal. Upon reaching a satisfactory state of completion of the proposal, signified by passing a majority vote by the Division Staff (Regiment Commanding Officers do not vote), the proposal becomes an Amendment and is effective immediately.
The MRC, at its discretion, may reject proposals deemed inappropriate or contradictory to the spirit of the organization.
The 405th Mantle was created with a great deal of help from those who have come before us. We leaned very heavily on the Codex of the Mandalorian Mercs, the Charter of the 501st Legion and the Charter of the Rebel Legion. We also received additional consultation from Tom Hutchens and Angela Mash.