BYLAWS OF WEST VIRGINIA PATRIOT GUARD
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 other offices, within the State of Incorporation, as the Board of Directors may determine from time to time.
ARTICLE TWO
PURPOSE
The West Virginia Patriot Guard shall conform to the Mission Statement of the National Patriot Guard Riders as described in the Mission Statement of the Patriot Guard Riders, Inc.
ARTICLE THREE
MEMBERSHIP
The membership of the Corporation shall consist of one or more classes. The Board of Directors shall be voting members.
ARTICLE FOUR
BOARD OF DIRECTORS
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 five (5). The term of membership shall be for a two (2) year period, which is staggered to allow for no more than three (3) members to be replaced in one year and no more than two (2) members to be replaced in the following year, unless removed. A board member may serve one (1) additional term, if nominated and voted in by the Leadership Committee.
A qualified candidate for the Board of Directors shall be a “member in good standing” as defined in the West Virginia Patriot Guard Ride Captains Guide in paragraph 7 of General Information. Those set forth in the original Articles of Incorporation shall comprise the original Board of Directors.
Section 3 – Leadership Committee. The Leadership Committee shall be comprised of the Officers of the Corporation, Assistant State Captains, Ride Captains, and the HOTH Coordinator.
Section 4. 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 5. 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 6. 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 at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required herein or by law. If email notices are not acknowledged by a Director, then oral or written notice will be attempted.
Section 7. 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 in any meeting, a majority of the Directors present or participating may adjourn the meeting from time to time without further notice.
Section 8. 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 9. Vacancies and Removal. Any mid-term vacancy occurring in the Board of Directors shall be filled by a majority vote of the Board of Directors. Directors shall be removed by a majority vote of the remaining Board of Directors.
Section 10. Elections and Additions. Elections for the Board of Directors shall be held annually from a slate of candidates proposed by the membership, and each member of the Leadership Committee shall have one vote.
Section 11. Compensation. Directors, as such, shall not receive any salaries or other compensation for their services.
ARTICLE FIVE
OFFICERS
Section 1. Officers. The officers of the Corporation shall be a President, a 1st Vice-President, a Secretary, a Treasurer, one or more Vice-Presidents, and such other officers as may be elected in accordance with the provisions of this Article. The Board 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. Any two or more offices may be held by the same person.
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 by the Leadership Committee or appointed by the Board of Directors may be removed by a majority vote of 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.
(a) The President: The President shall be the chief executive officer of the Corporation. He shall have general management of the business of the Corporation and have general supervision of the other officers. He shall be present at all meetings of the Board of Directors and see that all orders and resolutions of the Board 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.
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.
(b) The 1st Vice-President: The 1st 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 serve as an ex-officio member of the Board of Advisors; however, in the event of serving as President, he shall be a voting member of the Board of Advisors.
(c) The Vice-President(s): Vice-President(s) other than the 1st Vice-President shall endeavor to familiarize themselves with all corporate functions and be prepared to be appointed to the position of 1st Vice-President at the request of the Board of Directors. They shall also be prepared to accept specific assignments from the President or Board of Directors.
(d) 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 the 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.
(e) 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 moneys 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 meeting 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 Treasurers 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.
(f) 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 SIX
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 the extent 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 Directors, of 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 the 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 SEVEN
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) officers of the West Virginia Patriot Guard; 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 of 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 EIGHT
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 committee, 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 NINE
FISCAL YEAR
The fiscal year of the Corporation shall be the calendar year.
ARTICLE TEN
DISSOLUTION
Upon the dissolution of the Corporation, the Board of Directors shall, after the payment of all the 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 ELEVEN
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 with 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. 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 TWELVE
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 at least 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 THIRTEEN
AMENDMENT OF 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 to each member of the Board of Directors.
