ARTICLE I Name and Jurisdiction
SECTION 1.01. Name. The name of the organization shall be THE YORK 912 PATRIOTS, INC., hereinafter referred to as “THE YORK 912 PATRIOTS”.
SECTION 1.02. Jurisdiction. The jurisdiction of the THE YORK 912 PATRIOTS shall be within the state of Pennsylvania.
SECTION 1.03. Governing Law. The THE YORK 912 PATRIOTS shall be organized under the terms of Chapter 41 the Pennsylvania Statutes.
ARTICLE II Powers
SECTION 2.01. The powers of the THE YORK 912 PATRIOTS shall be:
(a) To direct, manage, supervise and control its business, property and funds, and to carry out its objectives.
ARTICLE III Objectives
SECTION 3.01. The objectives of the THE YORK 912 PATRIOTS are:
- (a)To advance the founding principles established under the United States Constitution at all levels of government throughout the state of Pennsylvania and the United States;
(b) To provide through this organization a practical program for education of the public on critical issues of public policy within the state of Pennsylvania and of the various political subdivisions of the state of Pennsylvania;
(c) To provide a legal umbrella for members of the state’s various tax-exempt conservative groups who cannot adequately express themselves politically within their existing structures.
(d) Adhere to the 9 Principles and 12 Values of 912 groups as listed at www.york912patriots.net.
ARTICLE IV Composition
SECTION 4.01. The THE YORK 912 PATRIOTS shall consist of the following classes of members: Paid Members who have paid the specified annual dues. Paid Members hall have the right to vote to elect members to the Board of Directors at the Annual Organizational Meeting. Affiliated Members who provide their information to receive updates from the organization and whom assist in initiatives of the organization by pledging the time and effort in volunteer activities. Affiliated Members have no voting rights in the organization.
SECTION 4.02. Any Paid member may petition the Board for permission to establish a Chapter to operate under Charter issued by the Board for a specific term and under specifications laid out in the Charter.
ARTICLE V Officers and Directors
SECTION 5.01. Elective Officers. The elective officers of the THE YORK 912 PATRIOTS shall be:
President, Vice-President, Secretary Treasurer, Director 1, Director 2, Director 3
SECTION 5.02. Additional Officers. The President may appoint a General Counsel, who shall be a member of the Pennsylvania state bar; a Chaplain, a Parliamentarian and a Sergeant-at-Arms. He shall also have power to appoint other specialized officers and representatives of the THE YORK 912 PATRIOTS at his discretion as needs arise, and may determine, with consent of the a majority of the Board, that there is a need for paid staff. The Board of Directors shall have power to authorize and determine said compensation.
SECTION 5.03. Qualifications.
(a) Officers of the THE YORK 912 PATRIOTS and of all local chapters must be members in good standing of the THE YORK 912 PATRIOTS.
(b) No member who holds the position of officer or director of the THE YORK 912 PATRIOTS shall miss two consecutive meetings of the Board of Directors, nor more than three annually, unless such non-attendance is excused by a vote of the Board of Directors. In the event that such member is held to be in violation of this provision, such member’s position of officer or director may be terminated by executive authority of the President upon providing the Board Members 5 days notice of his intention to do so.
SECTION 5.04. Election of Officers. The elective officers shall be elected by the Accredited Voting Members at the annual September organizational meeting in each odd numbered year in accordance with these Bylaws and shall serve staggered terms for the period of two (2) years and until their successors are elected and qualified. (Schedule: Odd years—Vice President, Treasurer, 2 Directors; Even years—President, Secretary, 1 Director)
SECTION 5.05. Outgoing Officers. At the conclusion of each Board Term, outgoing officers shall be empowered to continue to perform their duties only on matters which were initiated and approved prior to the close of the Organizational Meeting and which matters shall be completed within a fifteen (15) day period following the close of the Organizational Meeting.
SECTION 5.06. Liability of Officers. No officer or director shall be held personally liable for any debts or obligations of THE YORK 912 PATRIOTS except those personally guaranteed by that officer or director, and THE YORK 912 PATRIOTS shall indemnify and defend each officer or director against claims made against them arising from their legitimate and proper service to THE YORK 912 PATRIOTS.
SECTION 5.07. Authority. Full and final responsibility and authority over any and all financial management decisions rests with the Officers and Directors through the completion of its elected term.
SECTION 5.08. Meetings of the Board of Directors. The Board shall hold regular meetings, in no case less often than once per quarter. With the unanimous consent of all members, by annual resolution, it may choose to vote in appropriate situations by telephone conference call, FAX machine, electronic mail or other means of telecommunication. The President shall chair the meetings. In his absence, meetings may be be chaired by the next available member of the Board in descending order of listing above.
SECTION 5.09. Quorum at Meetings of the Board. A Quorum of the Board, for purposes of transacting official business shall consist of a majority of the then active sitting Members of the Board.
ARTICLE VI Reserved for Future Use
ARTICLE VII Board of Directors
SECTION 7.01. Composition. The Board of Directors of the THE YORK 912 PATRIOTS shall consist of the duly elected members, elected by a majority vote, of those active, paid members present at the Annual Organizational meeting of the organization.
SECTION 7.02. Powers.
(a)The Board of Directors shall have the control and management of all the affairs, properties, and funds of the THE YORK 912 PATRIOTS, and shall have full power to introduce, approve and implement all actions and activities necessary and proper for the functioning of the THE YORK 912 PATRIOTS, subject to the authority of these Bylaws.
(b) The Board of Directors may, for good cause and after a hearing, remove any officer or member by a two-thirds vote of the entire active, sitting Board of Directors; provided such officer or member shall have been sent by the Secretary of the THE YORK 912 PATRIOTS by certified mail a notice containing a copy of the charges against him at least fifteen (15) days prior to the hearing thereon, said notice specifying the time and place of the meeting.
(c) The Board of Directors may pass resolutions concerning legislation and policies, except those excluded in this article, by a majority vote of the members present at any meeting.
(d) The Board may propose changes to the Bylaws, which may be adopted by a majority of a quorum of the active, paid members at any meeting called for the specific purpose of considering such proposed changes to the bylaws. Any meeting at which a change to the bylaws is to be considered by the organization shall require at least 10 days advance notice to the membership and the provision of the text of the changes shall be provided no less than ten days prior to the meeting to each and every paid active member. Adequate Notice, for purposes of this provision shall include transmission email, fax, and mail and/or posting on the website no less than ten days before the meeting.
SECTION 7.03. Regular Meetings. The Board of Directors shall meet at such times and places as may be determined by action of the Board, by call of the President, or by written request of one-third of the members of the Board, provided that there shall be at least two meetings each year. A written notice of the time and place of all meetings of the Board of Directors shall be sent to each Board member not less than ten (10) days prior to said meetings.
SECTION 7.04. Special Meetings. The Board of Directors may without meeting together, transact business by mail, e-mail, facsimile, or by conference call of a majority of the Board by voting on questions submitted to them by or with the approval of the President.
SECTION 7.05. Appeal. Any action taken by the Board of Directors, within the bounds specified in these bylaws are final and may be not appealed.
SECTION 7.06. Resolutions and Endorsements. The organization may issue forth memorial resolutions on issues of importance to the members and people residing in its jurisdiction, based on a majority vote of the members, after debate at a regular meeting. The Organization shall not endorse any candidate for any publicly elected office in any election, primary or general. Members of the organization, including Board Members may not invoke their official position in expressing support for any candidate or referenda on any ballot. All members of the organization retain their right to free speech and association in this matter but are prohibited from doing so under the official color of their position in the organization. Voter Guide may be provided by the organization listing specific and publicly known information on any candidate that may be running on any ballot but shall do so without indicating any preference of one candidate over another. Voter Guides issued by the organization shall list all candidates alphabetically by party affiliation.
ARTICLE VIII Reserved for future use
ARTICLE IX Meetings and Voting
SECTION 9.01. Organizational Meeting. An Organizational Meeting of the THE YORK 912 PATRIOTS shall be held annually at a location and a time determined by the President of THE YORK 912 PATRIOTS.
SECTION 9.02. Special Meetings. In case of an emergency, special meeting may be called by the President with the approval of the majority of the members of the Board of Directors. The call for a special meeting shall specify the subjects to be considered, and no subjects shall be considered that are not so specified.
SECTION 9.03. Call. The Secretary of the THE YORK 912 PATRIOTS shall mail to the Secretary of each Chartered local chapter an official call to the Annual Organizational Meeting and email said call to every THE YORK 912 PATRIOTS active paid member for whom an email address has been submitted.
SECTION 9.04. Voting.
- (a)In all voting, a majority shall rule, unless otherwise provided in the Bylaws.
(b) In all meetings of the THE YORK 912 PATRIOTS, each accredited voter shall be entitled to cast one vote.
(c) There shall be no voting by proxy at any meeting.
(d) A quorum shall consist of one-third (1/3) of the accredited voters in good standing at the meeting.
(e) Absentee ballots are permissible, to be governed under procedures promulgated by the Board of Directors as long as none of those provisions conflict with any provision of these bylaws.
ARTICLE X Nomination and Election of Officers
SECTION 10.01. Eligibility. Any active member of THE YORK 912 PATRIOTS in good standing shall be eligible to any elective office, provided that the person is qualified under Section 5.03, but no person shall be submitted as a candidate for any office without his consent.
SECTION 10.02. Accredited Voters. Before the opening of polls, the Membership Chairman shall provide a list of the active paid members who are eligible for voting. No one shall be allowed to vote unless his name appears on the list. Accredited voters shall be defined as paid members in good standing 30 days prior to the election.
SECTION 10.03. Ballots. Voting on endorsements or for officers of the THE YORK 912 PATRIOTS shall be by ballot only, unless a motion, duly seconded to hold the vote by yay or nay or standing is agreed to by a majority of the voting members or if the election is unopposed.
ARTICLE XI Reserved for Future Use
ARTICLE XII Vacancies in Office Between Conventions
SECTION 12.01. President. In the event of a vacancy in the office of President occurring between Annual Organizational Meetings, the Board of Directors shall appoint a member of the Board of Directors to become President until the next Annual Organizational Meetings.
At that time the membership, by election, shall fill the remaining term of office. Should the Board of Directors not fulfill this duty within 60 days of the vacancy the organization shall enter a state of dissolution and all assets of the organization shall enter the custody of the Treasurer, or any remaining and willing member of the Board whom is empowered to dispose of the assets in accord with the bylaws, upon paying any and all outstanding claims of the organization. If the organization should enter such a state of dissolution, the Treasurer, or any remaining member of the Board of Directors so willing shall assume the role of receiver, empowered to dispose of all assets in accordance with the bylaws and the statutes of the federal and state government and shall be indemnified and defended using the assets if necessary against any challenge to the authority specified in this provision.
SECTION 12.02. Other Officers. In the event of a vacancy in one or more of the other offices of the THE YORK 912 PATRIOTS occurring between Annual Conventions, the President may appoint, with the advice and consent of a majority of the Board Directors shall appoint a qualified member to fill the office until the next annual organizational meeting, at which time the members shall fill the remaining term of office.
ARTICLE XIII Termination of Charter and Membership
SECTION 13.01. Non-payment. Any local Charter more than sixty (60) days in arrears for any indebtedness to the THE YORK 912 PATRIOTS shall be considered not-in-good-standing may be suspended by action of the Board of Directors: that at least thirty (30) days before such action, notice of said indebtedness shall have been duly sent by certified mail by the Secretary of the THE YORK 912 PATRIOTS to the last reported President and Secretary of such local Chapter. The Board of Directors may restore such local Chapter to membership in the THE YORK 912 PATRIOTS upon payment of its indebtedness.
SECTION 13.02. Discipline. Any local Chapter which fails to conform to the Bylaws of the THE YORK 912 PATRIOTS may have its charter suspended or revoked, or may otherwise be disciplined, by a two-thirds vote of the entire Board of Directors; provided, that at least thirty (30) days before such action, notice of such intended action be sent by certified mail by the Secretary of the THE YORK 912 PATRIOTS to the last reported President and Secretary of such local Chapter. Officers of a local Chapter whose charter has been revoked shall turn over all moneys and documents properly belonging to said chapter to a duly authorized representative of the Board of Directors at a time and place designated by said representative.
SECTION 13.03. Appeal. If the Board of Directors shall suspend or revoke the charter of any local Chapter or shall otherwise discipline it, the Secretary of the THE YORK 912 PATRIOTS shall send a notice of such action within fifteen (15) days by certified mail to the last reported President and Secretary of said local Chapter.
The said local Chapter, within thirty (30) days from the date of mailing of such notice and not less than ten (10) days before the next regular meeting of the The Board of Directors of the YORK 912 PATRIOTS, may file with the Secretary of the THE YORK 912 PATRIOTS written notice of appeal. This appeal shall be considered at the next regular meeting of the The Board of Directors of the YORK 912 PATRIOTS, said appeal shall be considered and decided by a two-thirds vote of a quorum of the Board of Directors at the next Board of Directors Meeting following the filing of the Appeal.
SECTION 13.05. Any local Chapter that shall for any cause cease to be a member of the THE YORK 912 PATRIOTS shall relinquish the name “York 912 Patriots,” and shall not thereafter use the name, emblem or insignia of “The York 912 Patriots”, in any manner whatsoever.
SECTION 13.06 Termination and Discipline of Individual Members.
(a) Any individual member of the THE YORK 912 PATRIOTS may have his membership herein terminated, or may otherwise be disciplined, after a hearing, by two-thirds (2/3) vote at a meeting of the Board of Directors where a quorum is present, provided that at least thirty (30) days before such action, notice of such intended action shall have been duly sent by certified mail by the Secretary of the THE YORK 912 PATRIOTS to said member, whenever the Board has determined that the named member has:
(1) used his name and/or title as a member of THE YORK 912 PATRIOTS, or any local Chapter thereof, in publicly advocating that the electorate should vote for any candidate for publicly elected office;
(2) caused dissension to arise among the members of the organization by his public behavior in any manner;
(3) otherwise brought discredit or disrepute upon the THE YORK 912 PATRIOTS and/or any of its Local Chapters.
(b) If the Board of Directors shall terminate membership or shall otherwise discipline any such member, the Secretary of the THE YORK 912 PATRIOTS shall send notice of such action within (15) days by certified mail to said member. The said member, within thirty (30) days from the date of mailing such notice, and not less than ten (10) days before the date of the first session of the next meeting of the THE YORK 912 PATRIOTS, may file with the Secretary of the THE YORK 912 PATRIOTS written notice of appeal. This appeal shall be considered at the next meeting of the THE YORK 912 PATRIOTS, unless filed less than ten (10) days prior to the date of the first session thereof; in the latter instance said appeal shall be considered and decided by a two-thirds (2/3) vote of the Board of Directors following that meeting of the THE YORK 912 PATRIOTS.
(c) Any individual member so terminated from membership in the THE YORK 912 PATRIOTS shall immediately upon such termination cease to claim membership in, or holding of any office in or official relationship with the THE YORK 912 PATRIOTS, and shall also immediately surrender to the Secretary of the THE YORK 912 PATRIOTS any and all documents, records, emblems, insignia, funds, or other devices or properties of any nature whatsoever. Said terminated member shall not thereafter use the name, emblem, or insignia of “THE YORK 912 PATRIOTS” in any manner whatsoever.
ARTICLE XIV Parliamentary Authority
SECTION 14.01. The latest edition of Robert’s Rules of Order shall be the parliamentary authority for all matters of procedure not specifically addressed in the Bylaws of the THE YORK 912 PATRIOTS or of its local chapters
ARTICLE XV Amendments to Bylaws
SECTION 15.01. Place and Vote Needed. Amendments to these Bylaws shall be made only at a regular or special meeting of the THE YORK 912 PATRIOTS by a two-thirds (2/3) vote of a quorum of the members present and voting. Proposed amendments emanating from the membership, shall be submitted to the THE YORK 912 PATRIOTS Secretary not less than fifty (50) days prior to said meeting, and shall be referred to a Committee on Bylaws for consideration.
SECTION 15.02. Reserved for Future Use
SECTION 15.03. Severability. If any part, article, section or subsection of these Bylaws shall be held invalid, contrary to state or federal laws, such holding shall not be construed to impair or invalidate the remainder of said Bylaws, notwithstanding such holding.
These Bylaws adopted by a majority of the members of THE YORK 912 PATRIOTS , October 8, 2015.