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CORPORATE BYLAWS
PATRIOT GUARD
RIDERS OF TEXAS
REVISED 05/04/2018
1.00 |
ARTICLE ONE - ADOPTION AND
INTERPRETATION OF BYLAWS |
1.01 |
DEFINITIONS In these
Bylaws: "Board of Directors" has the meaning set forth in Section 22.001(1) of the TBOC: the group
of persons vested with the management of the affairs of the Corporation,
regardless of the name used to designate the group. "Director" means a person who is member of that
group, regardless of the name used to designate the person. "Corporation" means
the corporation formed as described in Article 2.01 of these Bylaws. "Governing
authority" has the meaning set forth in Section 1.002(35) (A) of the TBOC: the Board of Directors of the Corporation or other
persons authorized to perform the functions of the Board of Directors of the
Corporation. The term does not include an Officer who is acting in the
capacity of an Officer. "Governing
documents" has the meaning set forth in Section 1.002(36) of the TBOC: the Certificate of Formation, the Bylaws and other
documents or agreements adopted by the Corporation under the TBOC to govern the internal affairs of the Corporation "Governing
person" has the meaning set forth in Section 1.002(37) of the TBOC: a person serving as part of the governing authority
of an entity. "Signature" has
the meaning set forth in Section 1.002(82) of the TBOC:
any symbol executed or adopted by a person with present intention to
authenticate a writing. Unless the context requires
otherwise, the term includes a digital signature, an electronic signature and a facsimile of a signature. "TBOC"
means the Texas Business Organizations Code, as amended from time to time. "Writing" or
"written" has the meaning set forth in Section 1.002(89) of the TBOC: an expression of words, letters, characters,
numbers, symbols, figures or other textual information that is inscribed on a
tangible medium or that is stored in an electronic or other medium that is
retrievable in a perceivable form. Unless the context requires otherwise, the
term includes stored or transmitted electronic data, electronic
transmissions, and reproductions of writings; and does not include sound or
video recordings of speech other than transcriptions that are otherwise
writings. |
1.02 |
INTERPRETATION
AND SEVERABILITY These
Bylaws are governed by, and shall be construed in accordance with the laws of
the State of Texas. If any provision of these Bylaws or the application
thereof to any person or circumstance is held invalid or unenforceable, the
remainder of these Bylaws and the application of that provision shall be
enforced to the greatest extent permitted by the applicable law. |
1.03 |
GENDER AND NUMBER Whenever the
context requires the gender of all words
used in these
Bylaws will include the masculine, feminine and neuter, and the number of all
words will include the singular and plural. |
1.04 |
ARTICLES AND
OTHER HEADINGS The articles and other headings contained
in these Bylaws are for reference purposes only and will not affect the
meaning or interpretation. |
1.05 |
ADOPTION,
AMENDMENT AND REPEAL OF BYLAWS The Board of Directors may alter, amend
or repeal these
Bylaws and adopt
new Bylaws. All amendments shall be upon advice of
counsel as to legal effect except in emergency. Bylaw changes shall
take effect upon
adoption unless otherwise specified. Notice of Bylaw changes shall be given in or before
notice of the first Board Members' meeting following their adoption. |
2.00 |
ARTICLE TWO - CERTIFICATE OF FORMATON
AND OFFICES |
2.01 |
CERTIFICATE
OF FORMATION PROVISIONS The Certificate of
Formation sets forth the Corporation's; name, purpose, duration if not
perpetual, registered office and registered agent, and initial Board of
Directors and may set forth other provisions as well. |
2.02 |
CURRENT
REGISTERED OFFICE AND REGISTERED AGENT The address of the Registered Office as duly filed with the Texas
Secretary of State, is: 2218 Woodside Drive Grand
Prairie, Texas 75052 The name of the Registered Agent of the Corporation at such address is:
Tom Hardin The registered agent or registered office
may be changed by filing a Statement of Change of Registered Agent or Registered
Office, or Both, with the Texas Secretary of State, and not otherwise. Such
filing shall be made promptly with each change. Arrangements for each change
in registered agent or office shall ensure that the Corporation is not
exposed to the possibility of default judgment. Each successive registered
agent shall be of reliable character and well
informed of the necessity of immediately furnishing the papers of any lawsuit against the Corporation
to its attorneys. |
2.03 |
PRINCIPAL PLACE OF BUSINESS The address of the
initial principal place
of business of the Corporation is hereby established as: P.O. Box 541796 Grand Prairie, Texas 75054 The Corporation may have
additional business offices within the State of Texas, and where it may be
duly qualified to do business outside of Texas, as the Board of Directors may
designate or the business of the Corporation may require. |
3.00 |
ARTICLE THREE - DIRECTORS AND DIRECTORS' MEETINGS |
3.01 |
MANAGEMENT
BY DIRECTORS The business and affairs
of the Corporation and all corporate powers shall be exercised by or under
the authority of the Board of Directors, subject to the limitations imposed
by law, the Certificate of Formation and these Bylaws. |
3.02 |
NUMBER OF
DIRECTORS The number of Directors the Corporation shall
have no less
than three (3).
No Director need be a Member or resident of Texas.
The number of Directors may be increased or
decreased from time to time by amendment of these Bylaws. Any decrease
in the total number of Directors shall not have the effect of reducing total
number of Directors below three (3), or of shortening the tenure that any
incumbent Director would otherwise enjoy. |
3.03 |
TERM OF
OFFICE Unless a Director resigns
or is removed, a Director shall hold office until the next election of
Directors and until a successor is elected, appointed or designated and
qualified. A Director shall remain in office until the Director resigns or is
removed by the Board. |
3.04 |
COMPENSATION Directors, Officers or Board Members of the Corporation will receive
no salary |
3.05 |
VACANCIES Any vacancy on the Board of Directors will
be nominated by a Director and voted on by the majority of the remaining
Directors. Members will have no voting rights. |
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3.05(a)
DECLARATION OF VACANCY A
majority of the Board of Directors may declare the office of a Director
vacant if the Director is adjudged incompetent by a court; is convicted of a
crime involving moral turpitude; or fails to accept the office of Director;
either by a letter of acceptance or by attending a meeting of the Board of
Directors, within thirty (30) days of notice of election. |
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3.05(b) FILLING VACANCIES BY DIRECTORS Vacancies other than those
caused by an increase in the number of Directors may be filled temporarily by
majority vote of the remaining Directors, though less than a quorum, or by a sole remaining Director. Each
Director so elected shall hold office until a qualified success is elected at Directors meeting.
Vacancies reducing the number of Directors to fewer than three (3) shall be
filled before the transaction of any business. |
3.06 |
REMOVAL OF DIRECTORS A Director may be removed
from office, with cause and be noted in the Minutes for reason of removal, by
a vote of a majority of the Directors at any meeting of the Board. Such
removal shall be without prejudice to the contract rights, if any, of the
person removed. Removal requires an affirmative vote equal to the vote
necessary to elect the Director. If any Director is so removed, their
replacements may be elected at the same meeting. |
3.07 |
ACTION BY
CONSENT OF BOARD WITHOUT MEETING Any action required to be
taken at a regular, special, or other
meeting of the Board of Directors or a committee of the Board of Directors,
may be taken without holding meeting, providing notice, or taking
a vote if each person
entitled to vote
on the action
signs a written consent or consents stating the
action taken. The written consent has the same effect as a unanimous vote at
a meeting. Such consent may be given individually or collectively. |
3.08 |
LOCATION OF
MEETINGS Meetings of the Board of
Directors shall be held at the principal office of the Corporation, or at
such other location in or outside the State of Texas as may be provided by or
fixed in accordance with the Board of Directors. The location of a meeting means either the
physical location of the meeting, or in the case of a meeting by
remote communications technology described below, the form of communications
system to be used for the meeting and the means of accessing that
communications system. |
3.09 |
MEETINGS BY
REMOTE COMMUNICATIONS TECHNOLOGY Subject to the notice
provisions required by these Bylaws
and the TBOC, the
Directors may also hold
meetings by means
of a remote electronic communications system, including video conferencing technology or the
Internet, or any combination, only if each person entitled to participate in
the meeting consents to the meeting being held by means of that system, and
the system provides access to the meeting in a manner or using a method by
which each person participating in the meeting can communicate concurrently
with each other participant. Participation in such a meeting shall constitutes presence in person at such meeting, except
participation for the express purpose of objecting to the transaction any
business on the ground that the meeting is not lawfully called or convened. |
3.10 |
REGULAR
MEETINGS Regular meetings of the Board of Directors
shall be held with notice and locations as the Board of Directors may
designate. |
3.11 |
SPECIAL MEETINGS Special meetings for the
Board of Directors for any purpose may be called at any time by the President
or, if the President is absent or unable or refuses to act, by any Vice
President or any two Directors. Written notice of the special meeting stating
the time and location of the meeting, shall be delivered to each Director,
either by facsimile transmission, by mail, or by electronic message
not less than
ten (10) days before the day appointed for the meeting. The notice may include a
tentative agenda, but the meeting shall not be confined to any agenda
included with the notice, and none is required. Upon providing notice, the Secretary or other officer
sending notice shall
sign and file
in the Company Record Book
a statement of the details of the notice given to each Director. If such
statement should later not be found in the Company Record Book, due notice
shall be presumed. |
3.12 |
QUORUM The presence throughout
any Directors' meeting, or adjournment thereof, of a majority of the authorized number of Directors shall be necessary to constitute a quorum to transact any business. If a quorum is present, every act done or resolution passed by
a majority of the Directors present and voting shall be the act of the Board
of Directors; unless the act of greater number is required by law, The
Certificate of Formation, or these Bylaws.
Directors present by proxy shall not
be counted toward a quorum. |
3.13 |
ADJOURNMENT
AND NOTICE OF ADJOURNED MEETINGS A quorum of the Directors may adjourn any Directors' meeting to meet again
at a stated hour on a
stated day. Notice of the time and location where an adjourned meeting will
be held need not be given to absent Directors, if the time and location are
fixed at the adjourned meeting. In
the absence of a quorum, a majority of the Directors present may adjourn to
set time and place if notice is duly given to the absent members, or until
the time of the next regular meeting of the
Board. |
3.14 |
CONDUCT OF
MEETINGS The President (or his
designee) shall chair all meetings of the Board of Directors. In the
President's absence, the Vice President or a Chairman chosen by a majority of
the Directors present shall
preside. The Secretary of the Corporation shall act as a Secretary of the
Board of Directors' meetings. When the Secretary is absent from any meeting,
the Chairman may appoint any person to act as Secretary of that meeting. |
3.15 |
INDEMNIFICATION
OF DIRECTORS AND OFFICERS The
Corporation shall indemnify all officers, Directors, employees and agents to
the extent required by Chapter 8, TBOC. The Board
of Directors may, by separate resolution, provide for additional
indemnification as allowed by law. |
3.16 |
INSURING DIRECTORS, OFFICERS AND EMPLOYEES The Corporation may
purchase, procure or establish and maintain insurance or make any other
arrangement, on behalf of any person as permitted by Section 8.151, TBOC, whether or not the Corporation has the power to
indemnify that person against liability for any acts. |
3.17 |
PROXIES A Director may vote in
person or by proxy executed in writing by the Director. No proxy shall be
valid after three (3) months from the date of its execution. Each proxy shall
be revocable unless expressly provided therein to be irrevocable and
otherwise irrevocable by law. |
4.00 |
ARTICLE FOUR -- MEMBERS AND MEMBERS' MEETINGS Directors will be elected
by the current Directors. All business of the Corporation will be managed by
the Board. General members will have no voting rights. There is no
requirement for Annual Meetings of Members and / or any Notices to Members.
This amends all Articles that relate to Members, Members Meetings
and Member voting. |
4.01 |
MEMBERS Subject to its Certificate
of Formation, as amended from time to time, the Corporation may or may not
have members |
4.02 |
ADMISSION OF
MEMBERS The Directors will not be required to vote on the admission of member |
4.03 |
VOTING
RIGHTS Members have no voting rights. |
4.04 |
TERMINATION
OF MEMBERSHIP Suspension
or termination of a Member does not require notice and/or a hearing.
Suspension or Termination of a Member requires a majority vote of the
Directors. |
4.05 |
ANNUAL
MEETINGS There is no requirement for an Annual Meeting of the Members |
4.06 |
LOCATION OF
MEETINGS Members' meetings shall be held at locations in or outside the State
of Texas as may be designated. The location of a meeting shall be stated in
the notice of the meeting. |
4.07 |
FAILURE TO
CALL ANNUAL MEETINGS There is no requirement for an Annual
Meeting of the Members. Members may not demand for a meeting to be held.
Members may not compel a Meeting by legal action. |
4.08 |
SPECIAL MEETINGS A special Member's meeting can only be
called by the Directors. Members cannot call for a Special Meeting. |
4.09 |
VOTING AT AN
ELECTION OF DIRECTORS Directors will be elected by the current Directors. Members have no
voting rights. |
5.00 |
ARTICLE FIVE - OFFICERS |
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Each Director/Officer of the Corporation
has the same power and authority in the Corporation. Titles/positions held
are only assigned to define job responsibilities. |
5.01 |
TITLE AND
APPOINTMENT The officers of the
Corporation shall include a President, a Secretary and may include one or
more Vice Presidents, a Treasurer and other officers and Assistant officers
as the Board may designate. Any two offices may be held by the same person until such replacement
can be approved by the Board. All officers shall be elected by and hold
office at the pleasure of the Board of Directors, who shall fix the
compensation and tenure of all officers. |
5.02 |
REMOVAL AND
RESIGNATION Any officer may be removed, with
cause and be noted in the Minutes for reason of removal,
by a vote of a majority of the Directors at any meeting of the Board. Such
removal shall be without prejudice to the contract rights, if any, of the
person removed. Any officer may resign at any time by giving written notice
to the Board of Directors, the President or the
Secretary of the Corporation. Any
resignation shall take
effect upon receipt
or any later
time specified therein. Unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make effective. |
5.03 |
VACANCIES Should any vacancy occur
in any office
of the Corporation, the Board of Directors may elect
an acting successor to hold office for the unexpired term or until a
permanent success is elected. |
5.04 |
COMPENSATION Directors, Board Members and/or Officers of the Corporation will not
receive salaries. |
5.05 |
PRESIDENT The
President shall be the chief executive officer of the Corporation, subject to
the control of the Board of Directors. The President shall have general
supervision, direction and control of the business and officers of the
Corporation; shall have the general powers and duties of management usually
vested in the office of the President of a corporation; shall have such other
powers and duties as may be prescribed by the Board of Directors or the |
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Bylaws; and
shall be ex officio a member of all standing committees, including the executive
committee if any. In addition, the President shall preside at all meetings of
the Board of Directors. |
5.06 |
VICE
PRESIDENT The Vice President(s), if
any, shall have such powers and perform such duties as from time to time may
be prescribed by these Bylaws, the Board of Directors or the President. In
the absence or disability of the President, the senior Vice President shall perform
all the duties of the President pending action by the Board. While so acting,
the senior Vice President shall have the powers of, and be subject to all the
restrictions on, the President. |
5.07 |
SECRETARY The Secretary shall: 1.
See that all notices are duly given as required by law, the
Certificate of Formation or these Bylaws. In case of the absence or
disability of the Secretary, or the Secretary's refusal or neglect to act;
notice may be given and served by an Assistant
Secretary or by the President, Vice President or
Board of Directors. 2.
Be custodian of the minutes of the Corporation's meetings, its
Company Record Book, its other records and any seal
which it may adopt. When the Corporation Exercises its rights to use a seal, the
Secretary shall see that the seal is embossed
Upon all documents authorized to be executed under
seal in accordance with these Bylaws. 3.
In general, perform all duties incident to the office
of Secretary, and such other duties as from time to
time may be required by Article Six of these
Bylaws, by these Bylaws generally, by the President, by the Board of
Directors or by law. |
5.08 |
TREASURER The Treasurer, if any, shall: 1. Have charge and custody
of, and be responsible for, all funds and securities of the Corporation, and deposit all funds
in the name of the Corporation in those banks, Trust companies, or other
depositories as the Board of Directors select. 2.
Receive, and give receipt for, monies due and payable to the Corporation. 3.
Disburse or cause to be disbursed the funds of the Corporation as may be directed by the Board of Directors,
and take proper vouchers for those disbursements. 4.
If required by the Board of Directors or the President, give to the Corporation a bond to assure the
faithful performance of the duties of the Treasurer's office and the
restoration to the Corporation of all corporate books, papers, vouchers,
money and other property of whatever kind in the Treasurer's possession or
control in case of the Treasurer's death, resignation, retirement, |
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or removal from office. Any
such bond shall be in a sum satisfactory to the Board of Directors with one
or more individual securities or with a surety Company satisfactory to the
Board of Directors. 5. In general, perform all
the duties incident to the office of the Treasurer and such other duties as
from time to time may be assigned to the Treasurer by Article Seven of these
Bylaws, by these Bylaws generally, by the President, by the Board of
Directors or by law. |
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5.09 5.10 |
ASSISTANT
SECRETARY AND ASSISTANT TREASURER The Assistant Secretary
and Assistant Treasurer shall have such powers and perform such duties as the
Secretary or Treasurer, respectively, or as the President or Board of
Directors may prescribe. In the absence of the Secretary or Treasurer, the
Assistant Secretary or Assistant Treasurer, respectively, may perform all the
functions of the Secretary or Treasurer. MEMBERS AT LARGE Members at Large, if any, shall have such powers and perform such
duties as from time to time may be prescribed by these Bylaws, the Board of Directors or the President. |
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6.00 |
ARTICLE SIX - AUTHORITY TO EXECUTE INSTRUMENTS |
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6.01 |
NO AUTHORITY
ABSENT SPECIFIC AUTHORIZATION These Bylaws provide
certain authority for the execution of instruments. The Board of Directors,
except as otherwise provided in these Bylaws, may additionally authorize any
officer(s) or agent(s), to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation. Such authority
may be general or confined to specific instances. Unless expressly authorized
by these Bylaws or the Board of Directors, no officer, agent, or employee
shall have any power or authority to bind the Corporation by any contract or
engagement nor to pledge its credit nor to render it liable pecuniary for any
purpose or in any amount. |
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6.02 |
EXECUTION OF
CERTAIN INSTRUMENTS Formal contracts, promissory
notes, deeds, deeds of trust, mortgages, pledges and other evidences of
indebtedness of the Corporation, other corporate documents and certificates of ownership of liquid assets held by
the Corporation shall be approved by the Board of Directors and signed by one
of the Board of Directors or otherwise required by law. |
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7.00 |
ARTICLE SEVEN - CORPORATE RECORDS AND
ADMINISTRATION |
7.01 |
MINUTES OF CORPORATE MEETINGS The Corporation shall keep
at the principal office, or such other place as the Board of directors may
order, a record containing minutes of all meetings of the Corporation's
governing authority. The minutes shall show the time and place of each
meeting, whether the meeting was regular or special, a copy of the notice
given or written waiver thereof,
and if it is a special meeting, how the meeting was authorized. The minutes of all meetings shall further show the proceedings and names of those present. |
7.02 |
BOOKS OF
ACCOUNT AND ANNUAL REPORTS The Corporation shall
maintain current and accurate financial records with complete entries as to all financial
transactions, including all income and expenditures, in accordance with
generally accepted accounting principles. Based on these records, the Board
of Directors shall annually prepare or approve a report of the Corporation's
financial activity for the preceding year. The report must conform to
accounting standards as promulgated by the American Institute of Certified Public Accountants and must include a statement of support,
revenue and expenses; a statement of changes in fund balances, a statement of
functional expenses and a balance sheet for all funds. All records, books and annual reports of the financial activity of the
Corporation shall be kept at its principal office for at least five (5) years after the closing of each fiscal
year and shall
be available for
inspection during normal business hours. The Corporation may charge for the reasonable expense of preparing a copy of a record
or report. |
7.03 |
MEMBERSHIP
ROSTER There is no requirement to keep a membership roster showing the names
of the Members, their address, date they became a Member and the date any
former Member terminated. |
7.04 |
CORPORATE
SEAL The Board of Directors may
at any time adopt, prescribe the use of, or discontinue the use of, such
corporate seal as it deems desirable. The appropriate officers shall cause
such seal to be affixed to such documents as the Board of Directors may
direct. |
7.05 |
FISCAL YEAR The fiscal year of the
Corporation shall be determined by the Board of Directors and approved by the
Internal Revenue Service. The Treasurer shall forthwith arrange a
consultation with the Corporation's tax advisors to determine whether the
Corporation is to have a fiscal
year other than
the calendar year.
If so, the Treasurer shall
file an election with the Internal Revenue Service as early as possible; and
all correspondence with the IRS, including
the application for
the Corporation's Employer Identification Number shall
reflect such non-calendar election. |
7.06 |
MANAGEMENT
OF FUNDS All institutional and
endowment funds shall be handled pursuant to the Uniform Management of
Institutional Funds Act. (Texas Property Code Sections 163.001
et seq.) |
7.07 |
WAIVER OF NOTICE AND CONSENT TO ACTION Meetings provided for in
these Bylaws shall not be invalid for lack of notice if all persons entitled
to notice either waive notice or consent to the meeting in writing or are
present and do not object to the notice given. Waiver or Consent may be given
either before or after the meeting. Attendance at a meeting
shall constitute a waiver of notice of such meeting, unless a person participates in or attends a
meeting solely to object to the transaction of business at the meeting on the
ground that the meeting was not lawfully called or convened. |
8.00 |
ARTICLE EIGHT - ADOPTION OF BYLAWS |
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The original Bylaws were adopted by the
Board of Directors in 2009. The foregoing Bylaws were amended and adopted on the 4th day of May, 2018. Steve Conger, President Tom
Hardin State Captain Secretary/Treasurer Tim Kenslow, Vice
President Mark
Gravit Director/Assistant State
Captain Director/Member
at Large John Watts Assistant
Treasurer/Director/ Member at Large |