CONSTITUTION
AND
BY-LAWS
OF THE
PENNSYLVANIA
NATIONAL GUARD ASSOCIATIONS
ARTICLE
I. Name.
The Association shall be known as the
Pennsylvania National Guard Associations (PNGAS).
It is established as a nonprofit, membership association for the support
and benefit of the Pennsylvania National Guard.
ARTICLE II.
Purposes.
The purposes of the Association are:
§
To
support the Pennsylvania National Guard and its members (officer and enlisted)
throughout the Commonwealth of Pennsylvania.
§
To
promote the Pennsylvania National Guard and perpetuate its efficient functioning
and organization.
§
To
advocate policies that will advance the well-being of the Pennsylvania National
Guard and its members.
§
To
foster and improve the Pennsylvania National Guard as the organized,
federally-recognized militia of the Commonwealth of Pennsylvania and as a
reserve component of the Armed Forces of the United States.
§
To foster cooperation and joint programs for officers and
enlisted personnel of the Pennsylvania National Guard through the National Guard
Association of Pennsylvania (NGAPA) and the Pennsylvania National Guard Enlisted
Association (PNGEA).
ARTICLE III.
Membership.
Active Membership. All members in good
standing of the National Guard Association of Pennsylvania (NGAPA) and the
Pennsylvania National Guard Enlisted Association (PNGEA) shall be considered
active members of the PNGAS.
Associate Membership. All members of the Pennsylvania National Guard
shall be considered associate members of the PNGAS.
Honorary Membership. The Board of Directors may appoint honorary members of the
PNGAS.
Corporate Membership. Upon
payment of dues established by the Association, a , partnership or other
business or association may become a corporate member of the Association with
such privileges and benefits for various levels of membership as the Association
may from time-to-time establish.
ARTICLE IV.
Board of Directors.
(a)
The Board of Directors of the Association shall consist of:
§
The
officers of the Pennsylvania National Guard Enlisted Association and the
National Guard Association of Pennsylvania.
§
Two
members of the National Guard Association of Pennsylvania designated annually by
the President of that Association.
§
Two
members of the Pennsylvania National Guard Enlisted Association designated
annually by the President of that Association.
§
Two
retired members of the Pennsylvania National Guard, one of whom shall be a
retired officer and the other of whom shall be a retired enlisted member,
appointed annually at the first meeting of the Board after April 1 by the
Chairman of the Board of Directors.
§
A junior
enlisted member (E-1 to E-5) of the Pennsylvania National Guard appointed by the
Pennsylvania National Guard Enlisted Association president.
§
A
company grade office (O-1 to O-3) of the Pennsylvania National Guard appointed
by the National Guard Association of Pennsylvania president.
(b)
Quorum. Nine voting members of the
Board of Directors shall constitute a quorum.
ARTICLE V.
Officers.
The Officers of the Association shall
consist of the Chairman Vice-Chairman of the Board of Directors, the Secretary
and the Treasurer. The officers of the Association shall constitute the
Executive Committee of the Association.
The Chairman and Vice-Chairman of the Board of
Directors shall be the President of the Pennsylvania National Guard Enlisted
Association and the President of the National Guard Association of Pennsylvania.
In even-numbered years, the President of NGAPA shall serve as chairman and the
President of PNGEA shall serve as Vice-Chairman; in odd-numbered years, the
President of PNGEA shall serve as Chairman and the President of NGAPA shall
serve as Vice-President. The Chairman shall preside over meetings of the Board
of Directors; the Vice-Chairman shall preside in his absence.
The Secretary and Treasurer of the
Association shall be elected by the Board of Directors and shall serve for a
term of two years.
The Secretary shall keep a roll of the membership
of the Association and shall be responsible to seeing to the recording of
the Minutes of the Joint Annual Conference and the meetings of the Board of
Directors and such other duties as the Board of Directors may from time to time
direct.
The Treasurer shall take charge of the funds of the
Association, collect dues and other funds, report to the Board of Directors and
the membership of the Association, and
pay all bills approved by the Board of Directors or the Executive Committee.
The Board of Directors may appoint and set the
compensation of an independent contractor to perform functions of Executive
Director of PNGAS. The Executive
Director of PNGAS shall perform such functions as specified in his contract.
ARTICLE VI.
Executive Committee.
The Executive Committee of the Board
shall consist of the Chairman, Vice-Chairman, Secretary and Treasurer of the
Association.
The Executive Committee may approve the
expenditure of up to $1,000
from PNGAS funds without the prior approval of the full Board of Directors and
shall perform such other functions as the Board of Directors may, from
time-to-time, prescribe.
ARTICLE VII.
Finances.
(a) The Association shall be financed
from dues paid by members and corporate members as from time to time determined
by the Board of Directors and shall receive proceeds from the sale of life and
other insurance to members of the Pennsylvania National Guard. The
Association may accept contributions.
(b) The funds of the
Association shall be spent for the benefit of all members of the Pennsylvania
Army and Air National Guard in furtherance of the purposes of' the
Association.
Association funds may be expended for such programs and activities
consistent with the Associations purposes as from time-to-time approved by the
Board of Directors including, but not necessarily limited to:
§
Conferences and meetings for members of the Pennsylvania National Guard.
§
The
publication and distribution of newsletters, brochures and other literature to
members of the Pennsylvania National Guard and others with an interest in the
Pennsylvania National Guard and its programs.
§
Communicating and meeting with members of the Congress of the Unites States, the
Pennsylvania General Assembly and other Government organizations and officials
for the purposes of informing them of the programs and goals of the Pennsylvania
National Guard and to seek legislation to support the Pennsylvania National
Guard.
§
Contributing to contract payments to an Executive Director and payments to staff
for the Association.
§
Contributing to-non-profit charitable organizations that support members of the
Pennsylvania National Guard including, but not necessarily limited to, the
Pennsylvania National Guard Scholarship Fund and the Pennsylvania National Guard
Foundation.
§
Any other programs for the benefit of members of the
Pennsylvania National Guard approved by the Board of Directors.
(c) No part of the net earnings of the Association
shall inure to the benefit of or be distributable to its members, directors,
officers or other private persons, except that the
Association shall be authorized to
pay reasonable compensation for services rendered and to make contributions to
charitable organizations that support members of the Pennsylvania National
Guard.
ARTICLE VIII.
Committees.
(a)
The committees of the Association shall consist of:
§
The
Executive Committee
§
The
Committee on Resolutions
§
The
Committee on Legislative Relations
§
Such other committees as the Board of Directors may authorize.
The Chairman shall appoint the members
of the PNGAS committees subject to approval by the Board of Directors.
Membership on committees should be
evenly divided between officers and enlisted personnel of the Pennsylvania
National Guard and should include representation from both the Army Guard and
the Air Guard.
The Chairman of the Board of Directors may appoint a Parliamentarian for the
Association.
ARTICLE IX.
Amendments.
Any amendments to the Constitution and
By-Laws of the Association shall be approved by an affirmative vote of
two-thirds of the Board of Directors, present and voting.
ARTICLE X.
Incorporation.
The Chairman and Vice-Chairman of the
Board of Directors are authorized to act as Incorporators for the Association
and to file the requisite Articles of Incorporation.
ARTICLE XI.
Dissolution.
If the Association shall dissolve, the
funds in the treasury shall be distributed for the benefit of all members of the
Pennsylvania National Guard to one or more charitable organizations, recognized
under Section 501(c)(3) of the Internal Revenue Code, provided such organization
has a principal purpose of support for the Pennsylvania National Guard or to the
government of the United States or the Commonwealth of Pennsylvania for use for
the benefit of the Pennsylvania National Guard.
As Amended through 18 January 2008