By Laws

BY-LAWS OF THE STATE GUARD ASSOCIATION OF THE UNITED STATES

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Incorporated

Preamble

For God, State, and Country, we associate ourselves together to and have formed as a nonprofit Corporation to serve as a professional association of active and past militia members and to provide a national association of such individuals:

wherefore these association By-Laws to:

ARTICLE I

NAME

Section 1. Name. The name of the organization shall be the STATE GUARD ASSOCIATION OF THE UNITED STATES, Inc. formerly STATE DEFENSE FORCE ASSOCIATION OF THE UNITED STATES, Inc. (hereinafter referred to as “Association”).

Section 2. Corporate Status. The Association is a not-for-profit corporation of the State of Maryland (formerly of Missouri). The Headquarters shall be located in such place as the Board of Directors may determine. The Association may also have offices in such other place or places, within or without the State of Maryland, as may from time to time be determined by the Board of Directors.

Section 3. Prior Name. The Association heretofore has been known as the State Defense Force Association of the United States. The term “state defense force” or “defense force” is used to mean state militia other than National Guard and includes state guard and state military reserve.

The SDF term and SDFAUS may, with logo, continue to be used on certificates, medals, awards and decorations, and all such items remain and may continue in use even though the Association name has been changed.

Section 4. Militia Concept. This Association supports the United States’ Constitution concept of a “well regulated militia”, being those militia organized or recognized by the State and subject to discipline pursuant to State authority. This Association opposes use of the “militia” name by unofficial or private groups who are not in fact state militia and who are not seeking the authority of or recognition from their State or territory to act as such.

 

ARTICLE II

MEMBERSHIP

Section 1. Individual Members.

(a) Annual Members. Any person who is (1) currently serving or (2) who has served honorably as a commissioned or warrant officer, or enlisted person in a State Guard, State Defense Force, National Guard, or other militia organization, or other federal active or reserve component, including but not limited to personnel on a State’s Reserve List or a  State’s Retired List, or a Federal Military Service Retired List; or (3) any person who shall be in agreement with the principles and purposes of the Association, shall be eligible for membership in this Association and shall be enrolled as a member upon payment of all required dues and approval of the Association Board of Directors or of State Chapters to which the individual member also belongs.

(b) Life Membership. Any member of the Association who has been a member for five continuous years and is then in good standing may apply to the Board of Directors of the Association for life membership. Such applicant shall become a life member upon approval of the Board of Directors and payment of the life membership dues in full.

Section 2. Corporate Members. Corporate membership in the Association may be established and accepted by the Board of Directors. Corporate members will not have voting privileges in the transaction of Association business.

Section 3. Honorary Members. Any person may be elected to honorary membership in the Association by the majority affirmative vote of members at an Annual Meeting or the majority vote of the Board of Directors. Honorary members shall not be eligible to hold any office in the Association.

Section 4. Annual Dues. There shall be annual membership dues except for life members and honorary members. Such dues may be paid directly to Association National Headquarters or through a State Chapter of the Association. Annual dues shall be established annually by action of the Board of Directors at the Annual Meeting of the Association. Annual dues shall not be less than:

Section 5. Life Dues. Life membership dues shall established by action of the Board of Directors but shall be not less than $500. Life membership dues may be paid in equal annual installments for three years, provided the member also pays annual dues. Upon payment in full the member is thereafter excused from annual dues.

Section 6. Good Standing. A member in good standing shall be one who has satisfied all financial and other obligations to the Association.

Section 7. Certificate of Membership. The Association may issue a Certificate of Membership in such form as the Board of Directors determines. A Certificate of Membership shall not be transferable.

Section 8. Association Awards. Members and other persons performing service to the Association are eligible to receive decorations awarded by the Association. While in good standing, individual members of the Association may wear or display the Association’s decorations along with other service ribbons, subject to applicable State regulations. A description of each award in order of precedence of display is attached to these By-Laws.

Section 9. Recognition of Rank. The Association does not confer rank upon any individual member. The Association only recognizes rank conferred upon individuals by federal (in the case of previous federal service) or state (in the case of state guard service) authority.

ARTICLE III

STATE CHAPTERS

Section 1. General. In each state, commonwealth, or territory in which there is organized a State Guard, State Defense Force, State Military Reserve, or other militia organization, which is officially recognized and responsive to state  authority and responsive to the State Guard Commander, and which is satisfactory to the Board of Directors, such organization shall be eligible for membership in this Association as a State Chapter. There shall be no more than one State Chapter per state or territory. The internal organization and operations of State Chapters shall be the prerogative of the chapter.  However, only members who are active and in good standing in the same recognized State Guard or State Defense Force may hold office in the same.

Section 2. Qualification. In order for a State Chapter to qualify and be recognized as such it must have and maintain not less then 25 members who are in good standing or are life members of this Association. States shall apply to the Credentials Committee for State Chapter recognition when this Association is in Annual Meeting, otherwise the Board of Directors will review and admit State Chapters to membership without Committee review and report.

Section 3. Voting Rights. The State Chapters shall cast votes by Delegates at any Association meeting. Each State Chapter shall have one (1) in the election of Directors, amendments of By-Laws, the adoption of Resolutions, and such other matters as may be referred to the States for action by the Board.

Section 4. Selection of Delegates. The selection of voting delegates will be as the State Chapter determines. There will be no more than one voting delegate per qualified State Chapter.  Association Officers and Directors may be selected as state voting delegates. If no one present at such a meeting is certified as a voting delegate by the State Chapter for that purpose then the Credentials Committee may assume a majority of the State Chapter members in good standing who are present, by caucus, may select the voting delegate(s). A voting delegate must be a member in good standing of this Association. Any question concerning certification of a delegate shall be referred to the Credentials Committee.

Section 5. Provisional State Chapters.

Section 6. Decertification. State Chapters failing to maintain acceptable qualifying membership; or whose associated state guard has had official state recognition withdrawn; or which fail to adhere to the purpose and principles of the Association; or whose actions bring discredit to the Association may have their chapter status withdrawn or changed by a two-thirds vote of the Board of Directors. Such action will not be taken without offering the State Chapter in question the opportunity to present matters in its own defense.

Section 7. Annual Dues. Annual dues for State Chapters and Provisional State Chapters shall be as determined by the Board of Directors but not less than $50 and must be paid by 30 Jan each year.

 

ARTICLE IV

BOARD OF DIRECTORS

Section 1. General Powers. The Board of Directors shall be the governing body of the Association and shall have the power to determine the policy and function of the Association and shall elect officers. Without any restriction upon its general powers the Board may appoint such temporary committees as may be necessary to carry out the purposes of the Association and shall prescribe the duties of such committees. The operations of the Association will be conducted by an Executive Committee when the Board of Directors is not in session.

Section 2. Composition. The Board of Directors shall be composed as follows:

(a) the Association President, President-Elect, Vice Presidents, Treasurer and Secretary. Officers serve on the Board of Directors for the duration of their term of office.

(b) one Director, hereafter referred to as a State Director, elected by the State Chapter from each state in which there is an officially recognized state defense force or state guard.

(c) Past Presidents of the Association will serve as Directors for a period of five years only following their term of office.

(d) one non-voting Director may be elected by each Provisional State Chapter.

(e) the Executive Director serves as a non-voting member.

(f) State Directors will serve until the next Annual Meeting. They may be re-elected by their states.

Section 3. Meetings. The Board of Directors shall meet at least twice during each calendar year. One meeting will be held in conjunction with the Annual Meeting.  The President shall set a Mid-Year Meeting at a geographically reasonable location and accessible by telephone conference which shall be attended by all Directors. Special Meetings may be called by the President with the approval of three other members. Should the President fail or refuse to call a meeting of the Board of Directors within ten days after being requested to do so by at least five of its members, a call for such meeting shall be issued by the Secretary for a date within 30 days of the date when such request was made of the President. A telephone conference of the Board of Directors shall be held upon request of the President and three of its members within ten days after the date of the request. Business of the Board of Directors may also be conducted using telephone, USPS, electronic facsimile or computer e-mail.

Section 4. Quorum. A quorum at any meeting or electronic conference of the Board of Directors shall consist of one more than one-half of the voting members of the entire Board. Board members may provide the President or other Directors their written proxy should they be unable to attend any regularly called meeting. Such proxy shall be used to determine the presence of a quorum and to vote on matters before the Board.

Section 5. Voting. A majority of votes cast by those Directors present at any regularly called meeting shall determine any question before the Board, except as otherwise provided in these By-Laws.

Section 6. Mail Vote. Specific questions may be submitted by mail by the President, or by at least three members of the Board of Directors for a mail vote or electronic mail vote by the Board of Directors. A majority of at least one more than one-half of all directors shall determine all questions so submitted.

Section 7. Amendments and Resolutions.  The Board of Directors shall recommend and adopt from time to time the amendment of such by-laws as may be necessary or advisable.

Section 8. Fiduciary Responsibility. The Board of Directors has the responsibility for the solicitation, collections, allocation, awarding, granting and distribution of money, grants, gifts and other funds obtained by the Association and for otherwise acting on behalf of the Association consistent with the provisions of the Internal Revenue Code and the controlling provisions of the laws of the State of Maryland.

Section 9. Vacancies. Vacancies in the Board of Directors may be filled by a vote of a majority of the Board of Directors then in office. A member of the Board of Directors elected to fill a vacancy caused by the resignation, death or removal shall be elected to hold office for the unexpired term of his/her predecessor. State Chapters will elect replacements for vacancies occurring among State Directors.

Section 10. Removal. A member of the Board of Directors may be removed only by vote of not less than two-thirds of the members of the entire Board of Directors.

Section 11. Resignation. A member of the Board of Directors may resign upon written notice to the Board of Directors, or to the President or to the Secretary of the Association. Unless otherwise specified in the notice, resignation shall take effect upon receipt thereof, and the acceptance of the resignation shall not be required. A resignation so received may not be withdrawn without the consent of a majority of the Board of Directors.

Section 12. Open Meetings. Meeting of the Board of Directors shall be open to any member who is appointed as a guest of the Board by the President for the purpose of any individual meeting.  Such a guest shall be entitled to be present at the meeting in person, and take part in any deliberations of any business by the Board, but are not entitled to make motions or vote.

Section 13. Administration.  The Board of Directors may, by a majority vote, refuse admission to any applicant for membership or cancel any membership in the Association.

ARTICLE V

EXECUTIVE COMMITTEE

Section 1. General Powers. Control of the Association, its affairs and property shall be vested in the Board of Directors. When the Board is not in session those powers are delegated to the Executive Committee. The powers and authority of the Executive Committee shall be as prescribed by the Board of Directors. Unless restricted by action of the Board, delegation of power to act on any manner is presumed, except the election of an officer or the removal or replacement of a Board member.

Section 2. Composition. The Executive Committee shall consist of the elected officers of the Association and not less than three other members of the Board of Directors nominated by the President and approved by the Board of  Directors.

Section 3. Meetings.

(a) Regular meetings of the Executive Committee may be held at such time and place upon such notice as may be determined by a majority vote of the  Executive Committee.  Meetings of the Executive Committee may be open to any member, who is appointed as a guest of the Board by the President for the purpose of any individual meeting. Such a guest shall be entitled to be present at the meeting in person, and take part in any deliberations of any business by the Board, but are not entitled to make motions or vote.  The business of the Executive Committee may be conducted using telephone, USPS, electronic facsimile or computer e-mail.

(b) Special meetings of the Executive Committee may be held at such time and place and upon such notice as may be determined by the President and with the concurrence of two or more members of the Executive Committee, or by four or more Executive Committee members without the President’s concurrence. An Executive Committee telephone conference shall be held upon request of three or more Executive Committee members.

(c) Executive session meetings of the Executive Committee are closed meetings for Executive Committee members only.  Executive session meetings can by for any purpose as determined  by the SGAUS President.

(d) One more than one half of all the members of the Executive Committee present or by proxy shall constitute a quorum for the transaction of Executive Committee business providing all Executive Committee members have been given timely notice of the meeting.

(e) Notice of an Executive Committee meeting may be waived in writing by an Executive Committee member.

(f) The Executive Committee may, by a majority vote, refuse admission to any applicant for membership or cancel any membership in the Association.

 

ARTICLE VI

OFFICERS

Section 1. Elected Officers. The officers of the Association shall be a President, President-Elect, three Vice Presidents (first, second and third), Secretary and Treasurer. The term of each office shall be for two year and shall commence when installed in office during the Annual Meeting, and shall continue until the successor has been elected and has been installed in office.

Section 2. Other Officers (non-voting).

(a) A Judge Advocate, Surgeon, Chaplain, Sergeant Major, and a Historian shall be appointed by the President.

(b) Officers, in addition to those set forth above, may be established by the Board of Directors.

Section 3. Election. The officers of the Association shall be elected annually by the Board of Directors.

Section 4. Vacancies. Upon death, resignation, or inability of any officer to serve, such vacancy shall be filled by the Board of Directors for the remainder of the unexpired term of such office. The President-Elect shall assume the office of the President should the President be unable to complete his term.

Section 5. Removal. During the term of office an elected or appointed officer may be removed from office at any time, with or without cause. A two-thirds vote of the entire Board is required for removal.

Section 6. Professional Services. The Board of Directors may hire, engage or appoint an executive director and such agents, accountants, management firms, attorneys, and attorneys-in-fact of the Association as it may deem proper and define their duties.

Section 7. Bond. The Board of Directors, by resolution, may require any or all of the officers, assistant officers, and other employees, to give bond to the Association with sufficient surety or sureties, conditioned for faithful performances of the duties of their respective offices, and to comply with such other conditions as may from time to time be required by the Board of Directors.

Section 8. Multiple Positions. Any individual member in good standing may be elected or appointed to any office or as director, or to any committee, and one member may hold more than one office or serve in more than one capacity.

ARTICLE VII

DUTIES OF OFFICERS

Section 1. President. The President is vested with administrative and executive powers usually appertaining to the office. The President shall preside at all meeting of the members and directors and shall have general supervision of the business and finances of the Association and shall see that all orders and resolution of the Board of Directors are carried into effect; subject, however to the right of the directors to delegate any specific powers to any other officer or officers of the Association except such as may be by law, rule, regulation or certificate of incorporation exclusively conferred upon the President.

Section 2. President-Elect. The President-Elect shall serve as the assistant, understudy and successor to the President. Having been elected to be the President’s successor at the Association’s Annual Meeting in the year following, the President-Elect shall perform such additional duties as shall be assigned him/her either by the President of by action of the Board of Directors. The President-Elect shall assume and execute the duties of the President in the absence or incapacitation of the President, and in such circumstances his/her actions shall have full force and effect as if performed by the President.

Section 3. Vice President. Each Vice President shall perform such duties as shall be assigned to him and exercise such powers as may be granted to him by the Board of Directors or by the President of the Association.

Section 4. Secretary. The Secretary shall attend all meeting of the members, the Board of Directors, and the Executive Committee, and shall act as clerk thereof; and shall keep the minutes of the proceedings. The Secretary shall keep the seal of the Association and when authorized, shall affix the seal to any instrument requiring the seal. The Secretary shall perform such other duties as may be prescribed from time to time by the Board of Directors or the President. In the absence of the Secretary, an assistant secretary or some other member may be designated as temporary secretary for the meeting.

Section 5. Treasurer. The Treasurer is vested with duties usually appertaining to a similar office of a voluntary not-for-profit membership organization, subject to the control of the Board of Directors as governing body of the Association. The Treasurer shall see that accurate accounts of receipts and disbursements in books of the Association in the name and to the credit of the Association in depositories designated by the board of Directors. The funds of the Association shall be disbursed as authorized by the Board of Directors, taking proper vouchers thereof. The Treasurer shall render to the President and Board of Directors at regular or special meetings thereof, an account of all the transactions of the Treasurer, and of the financial condition of the Association. The Treasurer shall make an annual report at each Annual Meeting.

Section 6. Executive Director. When an Executive Director is appointed he/she may be delegated such authority as may be appropriate for the role of general manager, and to carry on the business of the Association in accordance with general policy. To that extent duties otherwise assigned the President, Vice President, President-Elect, Secretary and Treasurer in the preceding subsections may be altered to conform as the scope of the Executive Directors duty and operations of the Association may indicate. The Executive Director appointed and confirmed by the Board of Directors shall in the absence of contractual provision to the contrary, be deemed appointed for an indefinite term. The Executive Director shall be subject to removal with or without cause only upon an affirmative vote of a majority of the whole Board of Directors.

Compensation shall not be presumed for the Executive Director but must be by contract.

Expenses incurred by the Executive Director shall be reimbursed or paid including telephone, internet, postage, office supplies, office charges, journal publication, and pay for employees or contract workers. SGAUS store is expected to be provided at the Annual Conference; Executive Directors is empowered to bring one contract worker for store operations.  In the absence of contract or action by the Board of Directors to the contrary the Executive Director shall be charged with the care and maintenance of records, property, and bank accounts.

 

ARTICLE VIII

MEETINGS

Section 1. Place and Time. The members attending each Annual Meeting may determine the time and place of future Annual Meetings. Upon failure to do so, the Board of Directors shall designate the time and place of the succeeding Annual Meeting. The Board of Directors may determine the necessity for a special or emergency meeting, and shall designate the time and place thereof.

Section 2. Notice. At least 30 days prior to each Annual Meeting, each member shall be notified of the dates, times, and place. Notice contained in a regular publication of the Association shall be sufficient notice of the Annual Meeting. In the event of an emergency or special meeting the Association’s chapters and/or members shall be mailed, called or otherwise directly notified of the date, time, place and purpose of such a meeting.

Section 3. Quorum. A majority of all State Chapters of the Association shall constitute a quorum authorized to transact business and elect directors and officers. The Judge Advocate shall serve as Parliamentarian at all called meetings of the Association.

Section 4. Committees. The President with the approval of the Board of Directors shall designate members of the Association to serve on the Nominations Committee and Credentials Committee and such other committees deemed necessary for the operation of the Annual Meeting. Any member may attend any Committee meeting.

Section 5. Voting. At each Annual, Special, or Emergency Meeting, each member in good standing and who is personally present, shall be eligible to cast one vote on each question referred to the members.

Section 6. Credentials. The Credentials Committee shall verify, validate or invalidate the eligibility of State Chapters to vote and certify the names of the delegates who will vote. The Committee will report to the Annual Meeting as soon after its opening as may be practicable.

This report shall contain the names of the voting state delegates. A valid proxy may be assigned in writing by a voting delegate to a member of the same State Chapter.

Section 7. Delegate Voting Procedure. Voting Delegates will be segregated from the remainder of the membership while voting on matters referred to them. Voting will be by show of hands.

 

ARTICLE IX

COMMITTEES

Section 1. Establishment. In addition to the Nominating and Credentials Committees, the Standing Committees of the Association shall be designated by the President and any one or more special or limited purpose committees may be formed.

Section 2. Membership. Committee chairpersons and members shall be appointed by the President.

 

ARTICLE X

AMENDMENTS

These By-Laws may be amended at any called meeting of the Association by a majority of all delegates eligible to vote, provided that the substance of the proposed amendment shall have been submitted in writing to the membership of the Association at least 30 days before convening of the Annual Meeting or meeting at which it is proposed to be considered.  President with the approval of three other members may proposed amendments to the by-laws without notice at any board meeting.

Notice in a regular publication of the Association shall be sufficient notice.

 

ARTICLE XI

MISCELLANEOUS PROVISIONS

Section 1. Fiscal and Dues Year

(a) Fiscal Year. The fiscal year of the Association shall begin on the first day of January and terminate on the last day of December of that year.

(b) Dues Year. The dues year of the Association shall begin on the first day of January and terminate on the last day of December of the next year.

Section 2. Dues Provisions

(a) Annual membership dues shall be payable when due. Good standing requires that dues be paid before any member, director, officer, or committee member takes any action as such during the year. Directors, Officers, or committee members will immediately vacate any positions held if their membership is not current.

(b) State Chapters may collect and forward Association dues for their members. In case of doubt as to state affiliation of the member who pays directly, the members will not be credited to any state.

(c) Unless otherwise directed by the Board, life members dues shall be accounted for separately from the general funds and held as a reserve in an interest bearing account.

Section 3. Seal. The Association has a seal, the imprint of which is affixed hereto.

Section 4. Indemnification of Directors and Officers. Every person who is or has been a director, officer, or committee member of the Association shall be indemnified by the Association against all expenses reasonably incurred by them in connection with any action, suit or proceeding to which they may be party defendant, or with which they may be threatened by reason of or growing out of or in relation to their being or having been an officer, director, or committee member of the Association. The term “expenses” includes amounts paid in satisfaction of judgements or in settlement, other than amounts paid to the Association itself, and attorney fees. The Association shall not, however, indemnify any director or officer in relation to matters as to which he shall be adjudged liable for gross negligence or deliberate misconduct in the performance of their duties as director or officer; and the Association shall not indemnify any director or officer in case of settlement unless such settlement shall be approved by, first a majority of the directors of the Association then in office other than those involved (regardless of whether or not such majority constitutes a quorum), or secondly, if there are not at lease two directors then in office other than those involved, by a majority of a committee (selected by the Board of Directors) of two or more members of the Association who are not the directors or officers involved, and being in the interest of the Association that such settlement be made. The foregoing right of indemnification shall not be exclusive but shall be in addition to any and all other rights and remedies to which any such director or officer may be entitles as a matter of law.

 

ARTICLE XII

DISSOLUTION

Upon dissolution of the Association (Corporation), the Board of Directors shall after paying or making provisions for the payment of all obligations justly due, dispose of remaining assets of the Association, in such manner or by conveyance to such organization(s) having the same or comparable objectives as the Board may determine. No part of the earnings or assets of the Association shall insure to the benefit of or be distributed to private persons, members, board members or officers, except for reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes for which the Association is formed.

ARTICLE XIII

ADOPTION AND EFFECTIVE DATE

The foregoing By-Laws are adopted and supersede the “By Laws” of this Association in effect prior to 14 October 2000 by resolution at the Annual Meeting in Baltimore, Maryland. They are effective upon adoption.