of
WASHINGTON STATE
BY-LAWS OF THE “ WASHINGTON STATE PATRIOT GUARD RIDERS”, A NOT-FOR-PROFIT CORPORATION
ARTICLE I ORGANIZATION
1. The name of the organization shall be “WASHINGTON STATE PATRIOT GUARD RIDERS ”.
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.
ARTICLE II PURPOSES
The following are the purposes for which this organization has been organized:
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.
In addition:
The Washington State Patriot Guard Riders will participate in activities, which honor and show respect for all military members and families of the military members, past and present. This may include financial assistance, for charitable reasons, which these military and veteran military families may need. In addition, organizations, which assist these military and veteran military families, may be included as long as they are 501/c qualifying organizations.
ARTICLE III MEMBERSHIP
Regular membership in this organization shall be open to all American citizens and legal aliens who follow the mission statements and are members in good standing with the National Patriot Guard Riders Inc. A director may entertain any request from a state Ride/Road Captain for the removal of a member for cause. Such regular member may be removed when sufficient cause exists and provided that a simple majority (51%) of directors call for such removal. The Secretary shall forward such removals to the National Patriot Guard Riders, Inc for approval. The National Patriot Guard Riders, Inc. may only recommend removal for cause. Such removal will require a Board of Directors 51% simple majority to remove such regular member.
All property, intellectual or otherwise that belongs to the Washington State Patriot Guard Riders shall be turned over immediately upon request to a board officer by that member when terminated or upon leaving.
ARTICLE IV MEETINGS
The Board of Directors meeting of this organization shall be held on the 2nd Saturday of Jan., April, July, and October, each and every year except if such day were a legal holiday or in conflict with a PGR mission, then and in that event, the Board of Directors shall fix the day but it shall not be more than two weeks from the date fixed by these By-Laws.
The Secretary shall cause to be emailed or mailed to every member in good standing, at his email or home address as it appears in the database of the Washington State Patriot Guard Riders, a notice telling the time and place of such quarterly meeting at least 14 days prior to said meeting.
No regular meetings of this organization shall be held at any specific location.
All Washington State Patriot Guard Riders regular and special Board of Directors meetings are open to all WSPGR members in good standing with the exception of special closed BOD work sessions and special closed BOD disciplinary review hearings.
a. Special closed BOD work session meetings may discuss and plan
any and all items before the BOD. At such meetings no votes will
be taken and the secretary will report the minutes at the following
regularly scheduled BOD meeting
b. Special closed BOD disciplinary review hearings will conduct no
other business other than has been identified for such meeting.
Secretary will report all votes and the final outcome of such
meetings at the following regularly scheduled BOD meeting.
The presence of not less than 60% percent of the Board of Directors
(phone or computer conferencing is acceptable) 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 and the Secretary shall cause a email notice or mailing of this scheduled 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.
Special meetings of this organization may be called by the President (State Captain) or the Chairperson when either deems it for the best interest of the organization. Notices of such meeting shall be mailed or emailed to all members of the Board of Directors at their addresses as they appear in the Washington State Patriot Guard Rider database or last known email address at least fourteen (14) days before the scheduled date set for such special meeting. Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting and who called it. At the request of 60% percent of the members of the Board of Directors, the Chairperson shall cause a special meeting to be called but such request must be made in a written format 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 board members present at such meeting.
ARTICLE V VOTING
At all meetings, except for the election of the Board of Director, all votes shall be by voice. For election of officers, ballots shall be provided and there shall not appear any place on such ballot that might tend to indicate the person who cast such ballot.
State Captain shall be nominated by a 75% majority of the board and approved through the Regional Captain and National BOD. The Asst State Captain will be nominated by the State Captain and approved by the Washington State BOD. The State and Assistant State Captains term shall be indefinite, i.e. until they choose to step down, or replacement is named by the Washington State BOD.
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 chairman of such meeting shall, prior to the commencement of balloting, appoint a committee of three who shall act as "Inspectors of Election" who are not members of the Board of Directors and who shall, at the conclusion of such balloting, certify in writing to the Chairman the results and the certified copy shall be physically affixed in the minute book to the minutes of that meeting.
No inspector of election shall be a candidate for office or shall be personally interested in the question voted upon.
ARTICLE VI ORDER OF BUSINESS
1. Roll Call.
2. Reading of the Minutes of the preceding meeting (vote).
3. Reports of Committees, i.e., Help on the Homefront, MIAP, etc.
4. Financial – Requires approval vote.
5. Reports of Officers.
6. Old and Unfinished Business.
7. New Business.
8. General membership comments (5 minutes per person).
9. Adjournments.
ARTICLE VII BOARD OF DIRECTORS
A Board of 11 members consisting of 4 officers and 7 directors shall manage the business of this organization All directors elected shall be a resident of the State of Washington, a citizen of the United States and member in good standing with National Patriot Guard Riders Inc. and a member in good standing with the Washington State Patriot Guard Riders. The Board of Directors, with a 60% majority, may make an exception to the Washington State residency requirement.
The directors to be chosen (a minimum of 1 from each region) for the ensuing year shall be chosen at the April quarterly meeting of this organization in the same manner and style as the officers of this organization and they shall serve for a term of 2 years on initial election. At the end of their initial term, all elected directors may run for term of 2 additional years. They may run and be elected again. There are no term limits.
The BOD shall select from their members a chairperson to form a nomination committee in order to collect viable members who wish to run for an open Board position. All nominations for the Board of Directors shall be in to the secretary no later than 30 days prior to the April BOD meeting. The Secretary will upon receipt of such information forward it to all current BOD members.
The Board of Directors shall have the control and management of the affairs and business of this organization. Such Board of Directors shall only act in the name of the organization when it shall be convened by its chairperson after due notice to all the directors of such meeting. The Board of Directors shall act in the best interests of the corporation. There shall be no votes taken outside a regular or special board meeting other than per the request of the Treasurer for expenditures not previously approved by the BOD. Such requests require a 75% majority vote by email of the BOD. Such votes are to be recorded by the Secretary and read into the minutes of the next regularly scheduled Board meeting.
Each Board member other than the Chairperson shall have one vote and such vote may be done in proxy by written notice to the Secretary. No director may have another member vote in his or her place. The Chairperson shall vote only when there is a tie.
The Board of Directors may make such rules and regulations covering its meetings at its discretion and when determined as necessary by a 75% of the attending BOD.
Vacancies in the Board of Directors shall be filled by a 75% majority vote of the remaining members of the Board of Directors for the balance of the year and must come from the affected region of state.
Anyone may nominate a member in good standing for a vacant board position in the affected region.
The Chairperson of the organization shall be selected from the sitting board members by a simple majority of the members of the BOD for a term of 1 year and may be selected by the ensuing BOD each and every year they are a member of the Board of Directors.
In the event of the absence or inability of the Chairperson to exercise his/her office the BOD shall select from their members a person to become the acting Chairperson of the Board of Directors with all rights, privileges and powers, for as long as they deem it necessary.
The Board of Directors shall select from one of their members a Secretary.
The Treasurer shall be elected position from the general membership and serve as an officer on the BOD for their full term.
A director may be removed when sufficient cause exists for such removal provided a 75% majority of directors vote such removal. All property, intellectual or otherwise that belongs to the Washington State Patriot Guard Riders shall be turned over immediately upon request to a board officer by that director when terminated or upon leaving office.
The Board of Directors may entertain charges, whether misconduct or other against any director. Counsel upon any removal hearing may represent a Director and the Board of Directors. The Board of Directors shall adopt such rules for this hearing, as it may in its discretion consider necessary for the best interests of the organization.
ARTICLE VIII OFFICERS
The officers of the organization shall be as follows:
President (State Captain)
Vice President (Asst State Captain)
Secretary
Treasurer
These officers together with the 7 directors make up the entire Board of Directors.
The State Captain (President) by virtue of the office shall serve as a member of the BOD for the full term of his/her office.
The Asst. State Captain shall be selected by the State Captain from the general membership and approved by the BOD and shall serve as a member of the BOD for the full term of his/her office.
The Chairperson selected by the BOD or President shall preside at all meetings.
He/She shall present at each regular meeting of the organization a quarterly report of the work of the organization.
The BOD shall appoint all committees, special or permanent.
The State Captain (President), with the approval of the BOD, shall prepare and administer the Standard Operating Procedures for the Washington State Patriot Guard Riders, which may not conflict with these by-laws.
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.
He/She shall have such powers as may be reasonably construed as belonging to the chief executive of any organization.
The Assistant State Captain (Vice President) shall in the event of the absence or inability of the President to exercise his office as per these bylaws, become acting president of the organization with all the rights, privileges and powers as if he had been the duly elected president.
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 serve all notices to members of this organization.
He/She shall be the official custodian of the records and seal of this Organization.
He/She may be one of the officers required to sign the checks and drafts of the organization.
He/She shall present to the membership at any meetings any communication addressed to him as Secretary of the organization.
He/She shall submit to the Board of Directors any communications, which shall be addressed to him as Secretary of the organization.
He/She shall attend to all correspondence of the organization and shall exercise all duties incident to the office of Secretary.
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. No person related by blood, marriage, living situation, or direct business to any BOD member may hold the office of Treasurer with the Washington State Patriot Guard Riders.
He/She shall cause to be deposited in a regular business bank or trust company all monies collected except that the Board of Directors 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 5 working days. All checks and/or drafts must be approved by the BOD and shall require at least 2 signatures. The following are approved signatures for the Washington State Patriot Guard Riders:
State Captain
Assist. State Captain
Treasurer
Secretary
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 assist them in the execution of their duties. Such an assistant may not sign any checks or drafts.
He/She shall render at stated periods, as the Board of Directors shall determine a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board of Directors of such meeting.
He/She shall exercise all duties incident to the Office of Treasurer.
He/She shall not issue any funds without the express written consent, email or letter, of the Board of Directors.
All projected expenditures shall be submitted to the BOD for approval at each regular BOD meeting. Such expenditures must be approved by 60% of the BOD.
Any special expenditure that is required prior to regularly scheduled BOD meetings must be requested by the Treasurer in writing or email to the BOD. Such expenditures must be approved, in writing or by email, by 60% of the Board of Directors.
Any member may view the organizations financial records as long the they provide their request to the Secretary in written format 14 days in advance. The financial records must be viewed in the presence of the Treasurer and his/her assist at the corporation’s home location.
All Regional, District, County, and Senior Ride Captains shall be appointed by the State Captain. Such appointments shall be approved by the BOD at their next regularly scheduled meeting.
All nominations for Ride Captain positions shall be submitted to the Senior Ride Captains for approval. After successfully completeting their 6-month probationary period and receiving the final approval of the Senior Ride Captains the State Captain shall make their appointment. Such appointments shall be approved by the BOD at their next regularly scheduled meeting.
Any Regional, District, County, Senior, or regular Ride Captain may be removed from their position for cause. Such cause must come before the BOD in a closed special disciplinary session. Any disciplinary actions taken or removal must have a 75% majority vote of the BOD. These votes may not be collected via phone or email and shall be retained by the secretary for 1 year. The conclusion of such special meetings shall be recorded into the minutes of the next regularly scheduled BOD meeting. The minutes from such special meetings shall be reported to the BOD of the National Patriot Guard Riders, Inc. National Patriot Guard Riders, Inc. may recommend the removal of any ride captain; however, a 75% majority of the Washington State BOD is required to remove a ride captain from the Washington State Patriot Guard Riders. Removal requests must be in writing and signed by a member of the national Board of Directors.
No officer shall for reason of his 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 approved by the State Captain to accomplish the duties of their office.
ARTICLE IX SALARIES
The Board of Directors shall not hire any paid employees to conduct the necessary business of the organization.
ARTICLE X COMMITTEES
The Board of Directors shall appoint all 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 XI DUES
There will be no dues for this organization.
ARTICLE XII AMENDMENTS
These By-Laws may be altered, amended, repealed or added to by an affirmative vote of not less than 75% percent of the Board of Directors.
The undersigned incorporators certifies both that they execute these Articles for the purposes herein stated, and that by such execution, they affirm the understanding that should any of the information in these Articles 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.
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