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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.

 

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.


 

 

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

 

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


 

 

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,


 

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.

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.

6.00

ARTICLE SIX - AUTHORITY TO EXECUTE INSTRUMENTS

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.

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.

 

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

 

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