ARIZONA PATRIOT GUARD RIDERS, INC.
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 Arizona, as the Board of Directors may determine from time to
ARTICLE TWO – MEMBERSHIP
Regular membership in this organization shall be open to all American citizens and legal aliens who believe in and follow the PGR mission statement, reside in the State of Arizona, and are members in good standing with the PGR. In order to obtain membership, that person must register on the National PGR website (www.patriotguard.org).
ARTICLE THREE – BOARD OF DIRECTORS
Section 1. General Powers. The financial affairs of the corporation shall be managed by the Board of Directors, whose members shall have a fiduciary obligation to the Corporation. All expenditures in excess of Five Hundred Dollars ($500) must be approved by the Board of Directors.
Section 2. Number, Term, and Qualifications. The number of Directors shall be seven (7) members. The Board of Directors shall consist of the Arizona State Captain, one Assistant State Captain, one Ride Captain, one Road Guard, and three members at large. The term of membership shall be for three continuous years except as hereinafter provided. The initial Board shall serve until re-elected or their successors are elected at the annual meeting of 2018; provided, however, that Patty Palermo shall serve until re-elected or her successor is elected at the annual membership meeting of 2016 and Debra Hanley shall serve until re-elected or her successor is elected at the annual membership meeting of 2017, and thereafter said terms shall be for three years. Those individuals set forth in the original Articles of Incorporation shall comprise the original Board of Directors.
Section 3. Annual Meeting. The annual meeting of the general membership shall be held on the last Saturday in April of each year commencing April 2018 and shall be open to all members of the Corporation. The general membership may make nominations for Board members starting in March of each year by notifying the Secretary of the name, phone number and e-mail of the nominee, and whether the person is being nominated in his/her position as an Assistant State Captain, a Ride Captain, a Road Guard, or one of the three members at large. All nominations must be made no later than April 15. Upon the conclusion of the general membership meeting, the Board of Directors shall hold its annual meeting, which shall also be open to the general membership. The Board members running for election/re-election shall be elected by the general membership present at the annual Board meeting.
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 two Directors, and shall be held at such 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. 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. Notices of the annual meeting to the general membership will be made by posting said notices on the available social media, as well as on the State PGR website.
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. Whatever members are present at the annual membership meeting shall constitute a quorum.
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.
Section 8. Vacancies, Additions and Removal. Any vacancy occurring on 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 majority of the remaining Board of Directors. Directors may only be removed by a two-third (2/3) majority of the entire Board of Directors.
Section 9. Upon the expiration of the term of office of a Director, the Board of Directors of the Corporation shall elect successor members to the Board in accordance with Article Three, Sections 2 and 3; provided, however, that the election by the Board of the President of the Corporation is subject to the National Patriot Guard Riders confirming that person as the Arizona State Captain.
Section 10. 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 Vice-
President, a Secretary and a Treasurer. All officers shall be elected from the Board of Directors from among their membership, provided, however, that the Arizona State Captain, as appointed by the National Patriot Guard Riders, shall serve as President of the Corporation. 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.
Section 2. Election and Term of Office. The officers of the Corporation shall be
elected by the Board of Directors after the regular annual meeting of the Board and after the election of a new 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. Except for the President, 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. The Board of Directors can recommend removal of the Arizona State Captain (President) to the National Patriot Guard Riders.
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, provided, however, that the Office of President must be filled by the Arizona State Captain, as appointed by the National Patriot Guard Riders.
Section 5. Powers of Officers.
(a) The President: The President shall be the chief executive officer of the Corporation. The President shall be a continuing member of the Board of Directors. The President shall have general management of the business of the Corporation and have general supervision of the other officers. The President 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. The President shall execute in the name of the Corporation all deeds, bonds, mortgages, contracts, and other documents authorized by the Board of Directors. The President 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. The President shall be empowered to set all policies regarding the Arizona Patriot Guard Riders.
(b) Vice-President: The 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 or the President.
(c) Secretary: The Secretary shall attend all sessions of the Board of Directors, and
act as the clerk thereof and record all votes and minutes of all proceedings. The Secretary 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. The Secretary shall perform such further duties as shall from time to time be prescribed by the Board of Directors or the President.
(d) 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 deposited pursuant to the order of the Board. The Treasurer 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. The Treasurer shall perform the duties usually incident to the office of Treasurer and such other duties as may be prescribed by the Board of Directors or by the President.
(e) 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 or the President may delegate his duties and powers for the time being to any other officer, or to any Director.
ARTICLE FIVE – COMMITTEES
Section 1. Committees of Directors. The President or Board of Directors may designate one or more committees, which committees shall exercise the authority of the Board of Directors in the management of the Corporation to the extant set forth in the formation documents of that committee.
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 delivery 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 other orders for the payment of money and all notes, bonds, or other evidences of indebtedness issued in the name of the Corporation shall be signed by both the President and Treasurer of the Corporation if signatures authorize disbursement of funds greater than five hundred dollars ($500). Disbursements of less than five hundred dollars ($500), if authorized by the President, will only require one signature from the Treasurer or President or in such manner as may from time to time be determined by resolution of the Board of Directors.
Section 3. Expenditures not to exceed Five Hundred Dollars ($500.00) may be made by the President without any further authority, and any such checks issued as a result thereof need only contain the signature of the Treasurer or the President.
Section 4. 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 5. 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 – AMENDMENTS
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 present at any
regular or special meeting of the Board of Directors. At least seven (7) days
written advance notice of said meeting and the proposed amendments shall be given each member of the Board of Directors.
PASSED AND APPROVED by a unanimous vote of the Board of Directors via e-mail vote April, 2020.