BY-LAWS OF THE “WASHINGTON STATE PATRIOT GUARD RIDERS”
A 501(c) (3) NON-PROFIT CORPORATION
as approved 05 August, 2013
TABLE OF CONTENTS
- ARTICLE I ORGANIZATION
- ARTICLE II PURPOSES
- ARTICLE III MEMBERSHIP
- ARTICLE IV BOARD OF DIRECTORS
- ARTICLE V OFFICERS
- VICE CHAIR
- ARTICLE VI MEETINGS
- NOTICE OF MEETING
- ARTICLE VII AMENDMENTS
This document is meant to establish general operating guidelines for the Washington State Patriot Guard Riders organization and is not intended to be an all inclusive document. Any issue not specifically addressed within these by-laws will be addressed on a case-by-case basis at a meeting of the organization’s Board of Directors.
1. The name of the organization shall be WASHINGTON STATE PATRIOT GUARD RIDERS (hereafter referred to as WA PGR or WSPGR) and be governed by a Board of Directors (hereafter referred to as BoD).
2. The organization shall have a seal, which shall be in the following form:
3. The organization may at its pleasure by a vote of the Board of Directors change its name. The use of WSPGR and WA PGR may be used interchangeably in reference to the organization.
ARTICLE II PURPOSES
The Primary purpose of the WA PGR is to support the mission of Patriot Guard Riders (hereinafter referred to as PGR") by following the PGR mission statement:
Patriot Guard Riders Mission Statement
The Patriot Guard Riders is a diverse amalgamation of riders from across the nation. We have one thing in common besides motorcycles. We have an unwavering respect for those who risk their very lives for America’s freedom and security. If you share this respect, please join us.
We don’t care what you ride or if you ride, what your political views are, or whether you’re a hawk or a dove. It is not a requirement that you be a veteran. It doesn't matter where you’re from or what your income is; you don’t even have to ride. The only prerequisite is Respect.
Our main mission is to attend the funeral services of fallen American heroes as invited guests of the family. Each mission we undertake has two basic objectives.
1. Show our sincere respect for our fallen heroes, their families, and their communities.
2. Shield the mourning family and their friends from interruptions created by any protestor or group of protestors.
We accomplish the latter through strictly legal and non-violent means.
To those of you who are currently serving and fighting for the freedoms of others, at home and abroad, please know that we are backing you. We honor and support you with every mission we carry out, and we are praying for a safe return home for all.
Secondarily, WA PGR may participate in activities, which honor and show respect for all military members and their families both past and present, as well as community first responders (police, fire, ambulance, etc) and their family members. This may include financial assistance, for charitable reasons, which these military, veterans, or families may need. In addition, organizations, which assist these military and veteran military families, may be included as long as they are IRS 501(c) (3) qualifying organizations.
ARTICLE III MEMBERSHIP
Regular membership in this organization shall be open to all American citizens and legal aliens who believe in and follow the mission statement, reside in the state of Washington, and are members in good standing with the PGR.
No dues, recurring or otherwise, are to be collected as a condition of membership in the WA PGR.
A Board of Directors shall manage the business of this organization. All elected directors shall be a resident of the State of Washington, a citizen of the United States and member in good standing with WA PGR. There should be a minimum of 11 directors with the goal of balanced representation from across the organization. The number and composition of the directors may be adjusted to meet organizational needs.
A member of the BoD, once elected, may remain in office until they resign their position or have been removed from office.
The Washington State Captain (and Assistant State Captain) of the PGR, shall be voting members of the WA PGR BoD. They shall have no special power or privilege not afforded any other Director.
The BoD shall have control and management of the affairs and business of the WA PGR. Such BoD shall only act in the name of the organization when it shall be regularly convened by its chair after due notice to all the directors of such meeting. The BoD shall have the responsibility, collectively and individually, to act in the best interests of the corporation.
Any WA PGR member may nominate any eligible member for a vacant board position. Vacancies in the BoD shall be filled by a 75% vote in the affirmative of the majority of the remaining members of the BoD.
Appointment of a member to the position of State Captain is done by the National Captain of the PGR and acknowledged by voice vote of the WA PGR Board.
Appointments of members by the State Captain to other subordinate leadership positions that may include Assistant State Captain(s), District Captains, as well as County, Senior and/or regular Ride Captains will be documented in the minutes at the next scheduled BoD meeting.
SELECTION OF OTHER NAMED OFFICES:
The positions of Chair, Secretary, and Treasurer shall be elected (each) from among the members of the BoD. No individual shall serve in more than one position except, on a temporary basis, until a permanent replacement is elected.
The BoD may make such rules, operating procedures and regulations covering its meetings at its discretion and when determined as necessary.
A Director may be removed when sufficient cause exists for such removal. Removal from office/position shall occur provided that a 75% majority of the BoD vote in the affirmative of such removal.
The officers of the organization shall consist of a Chair, Vice-Chair, Secretary, Treasurer and Parliamentarian.
The Chair shall coordinate the routine business of the BoD.
- He/She shall set the time, date and location of the regularly scheduled quarterly meetings.
- He/She shall call for proposed items for the agenda of the meetings, from the BoD, at least six (6) weeks before the identified meeting date.
- He/She shall cause the publishing of the agenda and notice of meeting to the membership at least 30 calendar days before the identified meeting date.
- He/She shall conduct the meeting of the BoD, including the call to order and the call for votes on items under consideration.
- He/She shall appoint committees of the Board as necessary for special WAPGR tasks.
- He/She may participate in the activities committees created by the BoD, except those related to the selection of candidates/replacement candidates of the position of Chair.
- He/She shall implement or arrange for implementation other business requests made by the BoD not otherwise covered by the stated responsibilities identified for the other officers.
- He/She shall see all books, reports, and certificates required by law are properly kept or filed.
- He/She may be one of the officers who may sign the checks or drafts of the organization.
The Chair of the Board of Directors shall be elected to a term of two (2) years.
There shall be no limit to the number of terms of office that a member of the BoD may be elected to serve as the chair.
The Vice Chair shall perform all duties as stated above under the Office of Chairman when called upon to do so in the event of the Chairman's absence or other event that deems the Chair unable to fulfill their obligation.
The Secretary shall keep the minutes and records of the organization in appropriate books. It shall be his/her duty to file any certificate required by any statute, federal or state.
- He/She shall give and cause service of all notices to members of this organization.
- He/She shall be the official custodian of the records and seal of this organization.
- He/She shall keep separate records of disciplinary actions, for either general members or those in leadership positions, for a period of not less than one (1) year following the date of the BoD’s final action.
- He/She may be one of the officers required to sign the checks and drafts of the organization.
- He/She shall present to the BoD and the membership at regular meetings any communication addressed to the organization or the Secretary of the organization.
- He/She shall forward the minutes of the meeting of the organization to the BoD for approval and posting onto the State Website no later than 14 days post meeting date.
- He/She shall attend to all correspondence of the organization and shall exercise all duties incident to the office of Secretary.
- He/She shall make available the records of the activities of the organization to interested individuals. This may include the posting of meeting minutes and agenda items to an internet website.
Any member may view the organization’s records provided a request is submitted to the Secretary in writing no less than 30 days in advance of the desired inspection date. The records must be viewed in the presence of the Secretary and/or one other Director at the organization’s authorized location.
The Secretary shall respond to requests from non-members in a manner that complies with Internal Revenue Service requirements.
The Secretary shall advise the BoD of requests made to inspect the records of the organization in a timely manner.
The Treasurer shall have the care and custody of all monies belonging to the organization and shall be solely responsible for such monies or securities of the organization.
- He/She shall cause to be deposited in a regular business bank or trust company all monies collected except that the BoD may cause such funds to be used in such legal activities as shall be legal for a non-profit corporation in this state. Deposits shall be made within a timely manner from the date of receipt.
- He/She must be one of the officers who shall sign checks or drafts of the organization. No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it. An assistant may be appointed to sign checks and assist them in the execution of their duties. Appointment of such assistant should be in the form of written notice to the BoD.
- He/She shall provide at stated periods, as the BoD shall determine, a written account of the finances of the organization and such report shall be physically/electronically affixed to the minutes of the BoD of such meeting.
- He/She shall exercise all duties incident to the Office of Treasurer.
- He/She shall cause the issuance of receipts for donations pursuant to Internal Revenue Service regulations.
Expenditures in excess of $500.00 must be approved by 60% affirmative vote of the BoD. This may be by voice vote at a BoD meeting or in writing via email or written letter. The Chair is the authorized approving official for amounts of $500 or less and may also be authorized via email. All expenditures require 2 person authorization and or signature of which the treasurer or assistant must be one. The treasurer and assistant signatures together do not constitute 2 person authorization, it shall be one or the other.
Any member may view the organization’s records. That review may occur the same day if made in person or within 30 days provided that request is submitted to the Treasurer in writing. The records must be viewed in the presence of the Treasurer and/or one other Director at the Organization’s authorized location.
The Treasurer shall respond to requests from non-members in a manner that complies with Internal Revenue Service requirements.
The Treasurer shall advise the BoD of requests made to inspect the financial records of the organization in a timely manner.
The Parliamentarian shall be versed in Roberts Rules of Order and shall ensure that said rules are applied and order is maintained during meetings for effective production of business. These include, for example, calling for order, calling for the question, and points of order when deemed necessary.
No Officer or Director shall for reason of his/her office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director for receiving any reimbursement for materials and or other extraordinary business-related expenses approved by the State Captain to accomplish the duties of their office.
OUTSIDE CONSULTANT SERVICES
The BoD shall not hire any paid employees to conduct the necessary business of the organization. This shall not preclude the retention of outside parties to conduct non-routine services, based upon a 60% vote in the affirmative of the BoD.
The Chair shall appoint all special committees of this organization and their term of office shall be for a period of one year or less if sooner terminated by the action of the Board of Directors.
ARTICLE VI MEETINGS
The BoD shall meet quarterly each calendar year to address and conduct the business of the organization. Regularly scheduled meeting locations may be anywhere within Washington State geographic boundaries at the discretion and convenience of the BoD and are open to all members. Meetings will be scheduled for time and location to facilitate participation by members from the two regions (East and West) of the state.
Meetings should be scheduled in January, April, July, and October. The Chair may poll the BoD for a proposed meeting date and location, and shall call the specific date, time, and location. However, the Chair may deviate from the general schedule based on the needs of the members, the goal of facilitating participation by members, commitments of the organization to its mission and the general needs of the organization.
In the event of conflicts between scheduled meeting dates and mission requirements, within the 30 days between publishing/issuance of the agenda and the meeting date, the Chair may poll the BoD (telephone or email) to determine the course of action – which may include rescheduling the meeting of the BoD and/or changing the location of the meeting.
Meetings should not be scheduled for officially-designated Federal holidays or holiday weekends, and/or those customarily observed holidays (e.g. Good Friday/Easter, Yom Kippur/Rosh Hashanah) that might unnecessarily limit participation by members of the organization.
Emergency sessions of the BoD may be called for by the Chair. Only the issue(s) for which the meeting is called may be discussed and voted-upon in emergency session. This meeting may be conducted in person, by telephone conference call or emails.
NOTICE OF MEETING:
The Chair and/or Secretary shall cause to be distributed to every member in good standing, a notice describing the time and place of such quarterly meeting. Posting of said information in various electronic media may constitute notice given. Notice will be given no less than 30 days in advance of the meeting date, except as provided for above, where mission commitments and emergencies may require re-notification.
The presence of not less than 60% percent of the BoD shall constitute a quorum and shall be necessary to conduct the business of this organization; but a lesser percentage may adjourn the meeting for a period of not more than two weeks from the date scheduled by these By-Laws. The Secretary shall cause notice of this continued meeting to be sent to all those members who were not present at the meeting originally called.
A quorum as herein before set forth shall be required at any resumed meeting.
Directors may participate by telephone or other electronic means. Availability of a Director by telephone or other electronic communication shall be used for consideration of the presence of a quorum, voting (except as required for votes by ballot), or other actions of the BoD, but only for the time duration of said Director’s availability by telephone or other electronic means.
Special meetings may be convened to address emergent business and may be open or closed to general members based on the needs of the meeting. Notices of such meeting shall distributed to all members at their addresses of record at least fourteen (14) days before the scheduled date set for such special meeting.
At the request of 60% percent of the BoD, the Chair shall cause a special meeting to be called but such request must be made at least fourteen (14) days before the requested scheduled date. No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.
At all meetings, except for the election of the BoD and disciplinary hearings, all votes shall be by voice. For the election of officers and disciplinary hearings, votes will be conducted by individual ballots for each individual position.
With the exception of the Chair, each Director shall have one vote and such vote may be rendered in proxy by written notice to the Secretary. A director may not have another member vote in his or her place. The Chair will only vote in the event of a tie vote of the regular voting members.
In the case of vote by ballot, there shall not appear any place on such ballot any identifying marks that might tend to indicate the person who cast such ballot.
At any regular or special meeting, if a majority so requires, any question may be voted upon in the manner and style provided for election of officers and directors.
At all votes by ballot the Secretary of such meeting shall, prior to the commencement of balloting, appoint a committee who shall act as "Inspectors of Election" who are not members of the BoD and who shall, at the conclusion of such balloting, document and report results to the BoD.
No inspector of election shall be a candidate for office or shall be personally interested in the question voted upon.
The Secretary will maintain minutes of all meetings: regular, special or emergent issue/ emergency, of the BoD.
These By-Laws may be altered, amended, repealed or added to by an affirmative vote of not less than 75% percent of the BoD.
The BoD certifies both that they execute these By-Laws for the purposes herein stated, and that by such execution, they affirm the understanding that should any of the information in these By-Laws be intentionally or knowingly misstated, they are subject to the criminal penalties for perjury set forth in Washington Statutes as if this document had been executed under oath.