By-Laws
Bylaws Patriot Guard Riders-Pennsylvania
Amended June 9, 2015
ARTICLE ONE – OFFICES
The principal office of the corporation, hereinafter referred to as the
“Corporation”, shall be located at the address set forth in the Articles of
Incorporation. The Corporation may have such offices, either within or without
the State of Incorporation, as the Board of Directors may determine from time
to time.
ARTICLE TWO – MEMBERSHIP
The Corporation shall have only one (1) class of membership, the Board
of Directors, which shall be voting members.
ARTICLE THREE – BOARD OF TRUSTEES
Section 1. General Powers. The affairs of the corporation shall be managed by
the Board of Directors whose members shall have a fiduciary obligation to the
Corporation.
Section 2 Number, Term, and Qualifications. The number of Directors shall be
seven (7) persons who have been elected as prescribed in Article Three, Section 8
of the bylaws. From their body the Directors shall elect Officers as prescribed in
Article Four, Section 2 of the bylaws. In addition to the President, each half of the
state shall have three directors. In the event that any Officer holds another
position that would normally also be a Director, the half of the state in which that
Officer resides shall nominate another person to fill that seat. The term of
membership shall be for continuous one (1) year periods unless removed. Those
set forth in the original Articles of Incorporation shall comprise the original Board
of Directors.
Section 3. Regular Meetings. A regular annual meeting of the Board of Directors
shall be held each year, or more frequently as the Board of Directors may
determine. The Board of Directors may provide, by resolution, the time and place
for holding additional regular meetings without other notice than such resolution.
Additional regular meetings shall be held at the principal office of the
Corporation in the absence of any designation in the resolution. Official business
of the Corporation, including formal discussions, all meetings, and voting, may
be conducted via email, telephone, conference, or other electronic means
chosen by the Board of Directors.
Section 4. Special or Regular Meetings. Special or Regular meetings of the Board
of Directors may be called by or at the request of any Director, and shall be held
at the principal office of the Corporation, or at such other place as the Directors
may determine, or electronically via email, telephone conference, or other
means chosen by the Board of Directors. Any Director may initiate a meeting via
email to all other active Directors stating the topic they wish to discuss and/or
call for a vote upon. An initiating email will constitute both notice and
commencement of the meeting.
Section 5. Notice. Notice of the annual, regular or any special meeting of the
Board of Directors shall be given by email or oral notice to each Director. Any
and all such meetings may be held via email if desired by any one or more
Directors. The attendance (including participation via email) of a Director of 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
herein or by law. If email notices are not acknowledged by a Director, then oral
or written notice will be attempted.
Section 6. Quorum. A majority of the Board of Directors shall constitute a quorum
for the transaction of business at any meeting or email vote of the Board, but, if
less than a majority of the Directors are present, or actually participate via email
or other means at any meeting, a majority of the Directors present or
participating may adjourn the meeting from time to time without further notice.
Section 7. Board Decisions. The act of a majority of the Directors present at a
meeting at which a quorum is present or participating shall be the act of the
Board of Directors, unless the act of a greater number is required by law or by the
Bylaws.
Section. 8. Vacancies, Additions, Elections, and Removal. Any vacancy
occurring in the Board of Directors and any directorship to be filled by reason of
an increase in the number of Directors, shall be filled by a two- third (2/3)
majority of the Board of Directors. Directors shall be removed by a two-third (2/3)
majority of the Board of Directors.
Section 9. Compensation. Directors, as such shall not receive any salaries or
other compensation for their services.
ARTICLE FOUR – OFFICERS
Section 1. Officers. The officers of the Corporation shall be President, a First Vice-
President, a Secretary/Treasurer, one or more Vice-Presidents, and such other
officers as may be elected in accordance with the provisions of this Article.
TheBoard of Directors may elect or appoint such other officers, including one or
more assistant secretaries and one or more assistant treasurers, as it shall
deem desirable, such officers to have the authority and perform the duties
prescribed, from time to time, by the Board of Directors.
Section 2. Election and Term of Office. The officers of the Corporation shall be
elected annually by the Board of Directors at the regular annual meeting of the
Board of Directors, if the election of officers is not held at such meeting, such
election shall be held as soon thereafter as is convenient. New offices may be
created and filled at any meeting of the Board of Directors. Each officer shall
hold office until his successor has been duly elected and qualified.
Section 3. Removal. Any officer elected or appointed by the Board of Directors
may be removed by the Board of Directors whenever in its judgment the best
interests of the Corporation would be served thereby.
Section 4. Vacancies. A vacancy in any office because of death, resignation,
removal disqualification, or otherwise, may be filled by the Board of Directors for
the unexpired portion of the term.
Section 5. Powers of Officers. The President: The president shall be the chief
executive officer of the Corporation. He shall be a continuing member of the
Board of Directors. He shall have general management of the business of the
Corporation and have general supervision of the other officers. He shall preside
at all meetings of the Board of Directors and see that all orders and resolutions of
the Board of Directors are carried into effect, subject, however, to the right of the
Board to delegate to any other officer or officers of the Corporation any specific
powers, other than those that may be conferred only upon the President. He shall
execute in the name of the Corporation all deeds, bonds, mortgages, contracts,
and other documents authorized by the Board of Directors. He shall be ex-officio
a member of all standing committees, and shall have the general powers and
duties of supervision and management usually vested in the office of president of
a corporation. This position shall be filled by the State Captain.
No person shall be invited to speak or teach at a meeting held by the
Corporation without his approval. He shall be designated attorney-in-fact for the
Corporation by virtue of his office. He shall have the authority to appoint and
approve any assistants that would be necessary to properly carry on the work of
the Corporation.
The First Vice-President: The First Vice-President shall perform the duties and exercise
the powers of the President in case of his temporary absence from the office of
the Corporation, and shall perform such other duties as may from time to time be
granted or imposed by the Board of Directors. He shall be a continuing member
of the Board of Directors. This office will be filled by an Assistant State Captain.
The Vice-President(s): Vice-President(s) other than the First Vice-President shall
endeavor to familiarize themselves with all corporate functions and be prepared
to be appointed to the position of First Vice-President at the request of the Board of
Directors. They shall also be prepared to accept specific assignments from the
President of Board of Directors. This office will be filled by an Assistant State
Captain.
The Secretary: The Secretary shall attend all sessions of the Board of Directors
held at the office of the Corporation, or conducted via electronic means, and
act as the clerk thereof and record all votes and minutes of all proceedings in a
book to be kept for that purpose. He shall perform like duties for the executive
and standing committees where required. He shall give, or cause to be given,
notice of meetings of the Board of Directors when notice is required to be given
under these Bylaws or by any resolution of the Board. He shall have custody of
the seal to all authorized documents requiring a seal. He shall keep the
membership rolls of the Corporation, and in general perform the duties usually
incident to the office of Secretary, and such further duties as shall from time to
time be prescribed by the Board of Directors or the President.
The Treasurer: The Treasurer shall keep full and accurate account of the receipts
and disbursements in books belonging to the Corporation, and shall deposit all
monies and other valuable effects in the name and to the credit of the
Corporation in such banks and depositories as may be designated by the Board
of Directors, but shall not be personally liable for the safekeeping of any funds or
securities so deposited pursuant to the order of the Board. He shall disburse the
funds of the Corporation as may be ordered by the Board and shall render to the
President and Directors at regular meetings of the Board, and whenever they
may require accounts of all transactions as Treasurer and of the financial
condition of the Corporation. He shall perform the duties usually incident to the
office of Treasurer and such other duties as may be prescribe by the Board of
Directors or by the President. The Treasurer, and any Assistant Treasurer that may
be appointed, shall be bonded by a surety company to protect the Corporation
against theft, the penalty amount of such Treasurer’s bond to be determined by
the Board of Directors.
The offices of the Secretary and treasurer may be combined if considered to be
in the best interests of the organization.
Delegating Powers to Other Officers: In case of the absence of any officer of the
Corporation, or for any other reason that may seem sufficient to the Board, the
Board of Directors may delegate his duties and powers for the time being to any
other officer, or to any Director.
ARTICLE FIVE – COMMITTEES AND BOARD OF ADVISORS
Section 1. Committees of Directors. The Board of Directors, by resolution adopted
by a majority of the Directors in office, may designate one or more committees,
which committees, to extend provided in such resolution, shall have and
exercise the authority of the Board of Directors in the management of the
Corporation; but the designation of such committees and the delegation thereto
of authority shall not operate to relieve the Board of Directors, or any individual
Director, or any responsibility imposed on it or him by law.
Section 2. Other Committees. Other committees not having and exercising the
authority of the Board of Directors in the management of the Corporation may be
designated by a resolution adopted by a majority of the Directors present at a
meeting at which a quorum is present. The President shall appoint the members
thereof. Any member thereof may be removed by the President whenever in his
judgment the best interest of the Corporation shall be served by such removal.
Section 3. Board of Advisors. A Board of Advisors may be appointed as set forth
below. It shall be the responsibility and privilege of the Board of Advisors to
provide counsel to the President and Board of Directors. Counsel shall be in
organizational, financial, legal or other areas wherein the President determines
professional counsel is needed and/or desirable. No minimum or maximum
number of members of the Board of Advisors shall be established and the
appointment to the Board of Advisors and tenure thereon shall be at the pleasure
and in the complete discretion of the President.
ARTICLE SIX – CONTRACTS, CHECKS, DEPOSITS, AND FUNDS
Section 1. Contracts. The Board of Directors may authorize any officer or officers,
agent or agents of the Corporation, in addition to the officers so authorized by
these Bylaws, to enter into any contract or execute and deliver any instrument
in the name of and on behalf of the Corporation, and such authority may be
general or may be confined to specific instances.
Section 2. Checks, Drafts or Orders. All checks, drafts, or orders for the
payment of money, notes, or other evidences of indebtedness issued in the
name of the Corporation shall be signed by two (2) members of the Board of
Directors, and, no such obligation, payment, order, or indebtedness shall be
incurred or made without specific approval of the Board of Directors.
Section 3. Deposits. All funds for the Corporation shall be deposited from time
to time to the credit of the Corporation in such banks, trust companies, or other
depositories as the Board of Directors may select.
Section 4. Gifts. The Board of Directors may accept on behalf of the Corporation
any contribution, gift, bequest or devise for any purpose of the Corporation.
ARTICLE SEVEN – BOOKS AND RECORDS
The Corporation shall keep correct and complete books and records of account
and shall also keep minutes of the proceedings of its members, Board of
Directors, committees having and exercising any of the authority of the Board of
Directors, and any other committees, and shall keep at the principal office a
record giving the names and addresses of the Board of Directors, members
entitled to vote. All books and records of the Corporation may be inspected at
any reasonable time.
ARTICLE EIGHT – FISCAL YEAR
The fiscal year of the Corporation shall be the calendar year.
ARTICLE NINE – DISSOLUTION
Upon the dissolution of the Corporation, the Board of Directors shall, after the
payment of all liabilities of the Corporation, dispose of all of the assets of the
Corporation exclusively for the purposes of the Corporation in such manner, or to
such organization or organizations organized and operated exclusively for
charitable, educational, religious or scientific purposes as shall qualify as an
exempt corporation or organization under Section 501(c) (3) of the Internal
Revenue Code of 1986, as amended, (or by the corresponding section of any
future Revenue Code of the United States of America) or (b) by a corporation,
contributions of which are deductible under Section 170(c) (2) of the Internal
Revenue Code of 1986, as amended for the corresponding section of any future
United States Revenue Law.
ARTICLE TEN – INUREMENT
No part of the net earnings of the Corporation shall inure to the benefit of, or be
distributable to, its members, officers, Directors, or any person except that the
Corporation shall be authorized and empowered to pay reasonable
compensation for services rendered to persons not affiliated with the
Corporation, and to organizations that are in no part owned by anyone affiliated
by the Corporation. The Corporation may also, at the discretion of the Board of
Directors, use the Corporation’s Funds in any charitable way that conforms with
all laws that apply to organizations that qualify as 501(c) (3) organizations. That
the Corporation prohibits the use of any surplus funds for the private increments
to any person in event of a sale or dissolution of the Corporation. Notwithstanding
any other provisions of the Articles of Incorporation or these Bylaws of the
Corporation, the Corporation shall not carry on any activity not permitted to be
carried on by (a) a corporation exempt from Federal Income Tax under Section
501(c) (3) of the Internal Revenue Code of 1986, as amended (or by the
corresponding section of any future Revenue Code of the United States of
America), or (b) a corporation contributions of which are deductible under
Section 170(c) (2) of the Internal Revenue Code of 1986, as amended (or
corresponding section of any future United States Revenue Law).
ARTICLE ELEVEN – CONFLICT OF INTEREST
Any Director, Officer, or key employee who has an interest in a contract, salary
negotiation, or other transaction presented to the Board of Directors or a
committee thereof for authorization, approval, or ratification shall make a
prompt and full disclosure of his interest to the Board of Directors or committee
prior to its acting on such contract or transaction. Such disclosure shall include
any relevant and material facts known to such person about the contract or
transaction which might reasonably be construed to be adverse in the
Corporation’s interest.
The body to which such disclosure is made shall thereupon determine by a vote
of seventy-five (75%) of the votes entitled to vote, whether the disclosure shows
that a conflict of interest exists or can reasonably be construed to exist. If a
conflict is deemed to exist, such person shall not vote on, nor exert his personal
influence regarding, nor participate in (other than to present factual information
or to respond to questions) the discussions or deliberations with respect to such
contract or transaction. Such person may be counted in determining whether a
quorum is present but may not be counted when the Board of Directors or a
committee of the Board takes action on the transaction. The minutes of the
meeting shall reflect the disclosure made, the vote thereon, the abstention from
voting and participation (where applicable), and whether a quorum was present.
ARTICLE TWELVE – SEAL
The Board of Directors shall provide a corporate seal, which shall be set forth
below.
ARTICLE THIRTEEN – BYLAWS
These Bylaws may be altered, amended, or repealed, and new Bylaws may be
adopted by a two-thirds (2/3) majority vote of the Board of Directors at any
regular or special meeting of the Board of Directors. At least seven (7) days
written advance notice of said meeting shall be given each member of the
Board of Directors.
