This regiment was organized at the camp of instruction near Garysburg, on May 15, 1861. The ten companies comprising it, however, had been in camps of instruction since the latter days of April—first at the old fair grounds at Raleigh, and then near Garysburg, and some of them in actual service, certainly the two Warren companies—the Guards and the Rifles— at Fort Macon in Carteret County, before their arriving at Raleigh. Solomon Williams, of Nash County, a graduate of the West Point Academy, was elected Colonel; Edward Cantwell, of New Hanover County, was elected Lieutenant Colonel, and Augustus W. Burton, of Cleveland County, was elected Major. John C. Pegram, of Virginia, was appointed Adjutant, and Thomas J. Foote, of Warren County, was appointed Sergeant Major; William T. Alston, of Warren County, was appointed Assistant Quartermaster; James Johnson, of Northampton County, was the first Surgeon, and Peter W. Young, of Granville County, was the first Assistant Surgeon. Most of these field officers were commissioned on May 14, 1861.

William T. Alston resigned within a few months, and was succeeded by Benjamin F. Powell, of Warren County, and he by John S. Northington, of Halifax County. The resignation of Dr. Johnson, as Surgeon, was followed by the appointment of R. S. F. Peete, of Warren County, in May, of 1862. Solomon Williams Alston was also appointed Assistant Surgeon, and died in July of 1862, from fever, contracted around Richmond. He was succeeded by W. V. Marston, and he by George A. Penny. In 1862, S. P. Arrington was appointed Quartermaster Sergeant. J. A. Deal served as Ordnance Sergeant through the war, and R. H. Bullock Commissary Sergeant for the same length of time. [Note - some of these were added after the regiment was re-organized.]

There were two companies from Warren County: Company A - Warren Guards, Capt. Benjamin O. Wade, and Company G - Warren Rifles, Capt. Thomas L. Jones; two companies from Granville County: Company B - Granville Grays, Capt. George Wortham, and Company F - Townsville Guards, Capt. Henry E. Coleman; one company from Catawba County, Company K - Catawba Rifles, Capt. John Ray; one company from Cleveland County, Company H - Cleveland Guards, Capt. Augustus W. Burton; one company from Halifax County, Company E - Halifax Light Infantry, Capt. James H. Whitaker; one company from Nash County, Company I - Nash Boys, Capt. William T. Williams; one company from Duplin County, Company C - Duplin Rifles, Capt. Thomas S. Kenan; one company from Robeson County, Company D - Lumberton Guards, Capt. Richard M. Norment.

[Not described in Lt. Montgomery's narrative is that there were four (4) other companies assigned to the 2nd NC Volunteers Regiment, as show above. Company L, Company M, Company N, and Company O were formed in Spring of 1861 and assigned to this regiment soon after being established. All four were transferred to the 1st NC Battalion Infantry in October 1861, and were later folded into the 32nd NC Regiment on March 17, 1862.]

The regiment left Garysburg by rail for Richmond on May 22, 1861. Upon its arrival at Richmond it was ordered to Norfolk, an attack upon that place being daily expected, the regiment arrived at the latter place, and it was soon assigned to the brigade of Brig. Gen. Jones M. Withers (AL), afterwards Brig. Gen. William Mahone's (VA). During the succeeding summer months the regiment was encamped at Camp Carolina, upon Ward's Farm, near the old fair grounds. A contiguous field to the encampment, level and of sufficient area, furnished most suitable grounds for drill and parade, and the constant training of the men for months, in company and regimental exercises, produced a high degree of proficiency in disciplinary maneuvers. The regiment, however, embraced in considerable proportion a class of men of education, of social refinement and wealth, who mingled freely on terms of social equality with field and staff and company officers, and military discipline was thereby rendered impossible. To add to the difficulties in the way of discipline, the camp was the constant scene of gaiety, and the city of Norfolk was daily thronged with members of the regiment on social visits to the citizens; and furloughs were generously granted.

[On November 14, 1861, all volunteer regiments were "re-designated" to have ten more added to their regiment number, thus the 2nd NC Volunteers Regiment became known as the 12th NC Regiment (State Troops); however, this was not embraced by any of the regiments until their one-year enlistment was up and the officers were allowed to elect new leaders. See below.]

The regiment took up winter quarters at Camp Arrington, near Sewell's Point Battery, where it remained until it left Norfolk on May 6, 1862. Nothing disturbed the monotony of the camp with the exceptions of the destruction of the USS Congress and USS Cumberland by the Confederate Ram, CSS Virginia (Merrimac), at Hampton Roads on the March 8, 1862, and the naval engagement between the CSS Virginia and the USS Monitor, which took place the next day in the same waters, all of which was witnessed by the men from the shore, south of Sewell's Point Battery.

While at Camp Arrington the terms of service of Company C - Duplin Rifles, and Company D - Lumberton Guards, expired (they having been enlisted for six months), and they were mustered out, re-organized and assigned to other regiments. Their places were supplied by a company from Halifax County, Capt. Shugan Snow, and a company made up from Warren and Franklin counties, Robert W. Alston, Captain, but these changes were made at the re-organization described in the next paragraph.

The conscription Act of the Confederate Congress, ratified April 16, 1862, provided, among other things, that troops whose term of original enlistment had not expired, should have the right within forty (40) days to re-organize the companies, battalions, and regiments by electing all their officers which they had a right to elect before the passage of the Act. Under that provision of the Act a re-organization of the regiment took place on May 1, 1862. Solomon Williams was again elected Colonel; Benjamin O. Wade was elected Lieutenant Colonel; and Thomas L. Jones was elected Major. The commissioned officers of the companies elected the field officers and the men elected all their company commissioned officers.

At this time the lettering of the companies was completely changed. Snow's company became Company I, and Alston's company became Company K. The letters A, B, C, D, E, F, G and H, in order, were assigned to the original companies K, F, G, B, H, A, E and I, respectively. The regiment was now known as the 12th NC Regiment.