VIRGINIA CITIZENS MILITIA
1.1 The corporation shall have a registered office and a registered agent located in the Commonwealth of Virginia. The registered office and the registered agent may be changed by the board of directors from time to time.
1.2 The corporation shall have a principal office fixed by the board of directors and subject to change at any time and from time to time by the board of directors
1.3 The corporation may have offices at such other places both within and without the Commonwealth of Virginia as the board of directors may from time to time determine or the business of the corporation may require.
2.1 The business and affairs of the corporation shall be managed by its board of directors.
2.2 The number of directors of the corporation shall be five (5). The number of directors may be increased or decreased, but to not less than three (3), from time to time by amendment to these by-laws, but the tenure of office of a director shall not be affected by any decrease in the number of directors. Each director shall continue to serve until removed by unanimous vote of all of the other directors or until said director resigns or dies. The remaining directors by unanimous vote of all of the remaining directors may elect a successor to any director who is removed, resigns or dies.
2.3 Any vacancy occurring in the board of directors for any cause, other than by reason of an increase in the number of directors by more than two (2) directors, may be filled by a majority of the remaining members of the board of directors, although such majority is less than a quorum.
2.4 At a meeting called expressly for that purpose, any director may be removed, with or without cause, by a unanimous vote of all of the other directors.
- MEETINGS OF THE BOARD OF DIRECTORS
3.1 The annual meeting of the board of directors shall be held on the first Wednesday in December unless that day falls on a legal holiday. In that event, the annual meeting shall be held on the next succeeding Wednesday.
3.2 Regular meetings of the board of directors may be held without notice at such time and place, within or without the Commonwealth of Virginia, as shall from time to time be designated by the board of directors.
3.3 Special meetings of the board of directors may be called at any time by the board of directors or the executive committee, if one be constituted, by vote at a meeting, or by the president or by a majority of the directors or a majority of the members of the executive committee with or without a meeting. Special meetings may be held at such place or places within or without the Commonwealth of Virginia as may be designated from time to time by the board of directors; in the absence of such designation such meetings shall be held at such places as may be designated in the notice or waiver of notice of the meeting.
3.4 Notice of the place and time of every special meeting of the board of directors shall be served on each director or sent to them by telegraph or by mail, or by leaving the same at such director’s residence or usual place of business at least three (3) days before the date of the meeting. If mailed, such notice shall be deemed to be given on the day following the day that it is deposited in the United States mail addressed to the director at his post office address as it appears on the records of the corporation, with postage thereon prepaid.
3.5 Neither the business to be transacted at, nor the purpose of any regular or special meeting of the board of directors need to be specified in the notice or waiver of notice of such meeting.
3.6 At all meetings of the board of directors a majority of the entire board of directors shall constitute a quorum for the transaction of business, and the action of a majority of the directors present at any duly called meeting at which a quorum is present shall be the action of the board of directors. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may, by a majority vote, adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
4.1 The board of directors, by resolution adopted by a majority of the number of directors fixed by the by-laws, may designated two or more directors to constitute an executive committee, which, to the extent provided in such resolution, shall have and may exercise all of the authority of the board of directors except to approve an amendment to the Articles of Incorporation or a plan of merger or consolidation.
4.2 Other committees with limited authority may be designated by a resolution adopted by a majority of the board of directors present at a duly constituted meeting of the board of directors at which a quorum is present.
4.3 Committees of the board of directors shall act upon the authority of a majority of their duly appointed members, given at a meeting of the committee, called in the same manner as is required for meetings of the board of directors. All such committees shall keep minutes of their proceedings and shall report the same to the board of directors at the meeting next succeeding, and any action by the committee shall be subject to revision and alteration by the board, provided that no rights of third persons shall be affected by any such revisions or alteration.
- COMPENSATION OF DIRECTORS
5.1 The board of directors shall have authority to fix the compensation of directors.
- WAIVER OF NOTICE
6.1 Whenever any notice of the place, day, hour or purpose of any meeting of the directors or committee of directors is required to be given by these by-laws, the articles of incorporation of this corporation, or the laws of the Commonwealth of Virginia, a waiver thereof, in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.
6.2 A director who attends a meeting shall be deemed to have had timely and proper notice of the meeting, unless such director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
7.01 The officers of the corporation shall be a president, a vice-president, a secretary, and a treasurer, each of whom shall be elected by the board of directors. The officers of the corporation shall be elected by the board of directors at each annual meeting of the board of directors. Each officer shall hold office until such officer’s successor has been duly elected and qualified, or until the officer’s death, resignation or removal. The president of the corporation must be elected from among the directors of the corporation.
7.02 The board of directors may elect additional vice-presidents, and one or more assistant secretaries, and one or more assistant treasurers. Any two or more offices, except those of president and secretary, may be held by the same person.
7.03 The board of directors may appoint such other officers and agents as it shall deem necessary or expedient, and such persons shall have the responsibility, authority and tenure as shall be determined by the board of directors from time to time. The board of directors may from time to time authorize any committee or any officer or agent to appoint subordinate officers and agents and prescribe their responsibility, authority and tenure.
7.04 The salaries of all officers and agents of the corporation shall be fixed from time to time by the board of directors. It may authorize any committee, or any officer or agent on whom the power of appointing subordinate officers and agents may have been conferred, to fix the compensation of such subordinate officers and agents.
7.05 Any officer or agent may be removed with or without cause, whenever the board of directors in its absolute discretion shall consider that the best interests of the corporation would be served thereby. Any officer or agent may also be removed, with or without cause, at any time by any officer having the authority to appoint such officer or agent, whenever such officer in his absolute discretion shall consider that the best interests of the corporation will be served thereby. Any such removal of an officer or agent shall be without prejudice to the recovery of damages for the breach of any contract rights of the person removed. The election or appointment of an officer or agent in and of itself shall not create contract rights.
7.06 If any office shall become vacant for any reason such vacancy shall be filled by the board of directors, or by any such committee or officer upon whom the power to appoint to such office had been conferred.
7.07 The President – The president shall be the chief executive officer of the corporation; shall preside at all meetings of the board of directors; shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the board are carried into effect. The president shall execute in the corporate name all authorized deeds, mortgages, bonds, contracts or other instruments requiring a seal, under the seal of the corporation, except in cases in which the signing or execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.
7.08 Vice-President – The vice-presidents in the order of their seniority shall, in the absence or disability of the president, perform the duties and exercise the powers of the president, and shall perform such other duties as the board of directors shall prescribe.
7.09 The Secretary – The secretary shall attend all meetings of the board of directors and record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform like duties for the executive committee or any other committee which may be constituted. The secretary shall give or cause to be given notice of all special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision the secretary shall be. The secretary shall keep in safe custody the seal of the corporation and, when authorized by the board, affix the same to any instrument requiring it, and, when so affixed, it shall be attested to by the secretary’s signature or by the signature of the treasurer or an assistant secretary.
7.10 The Treasurer – The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all money and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. The treasurer shall disburse the funds of the corporation as may be ordered by the board, taking proper vouchers for such disbursements, and shall render to the president and directors, at the regular meetings of the board, or whenever they may require it, an account of all transactions as treasurer and of the financial condition of the corporation. If required by the board of directors, the treasurer shall give the corporation a bond in such sum and with sure surety or sureties as shall be satisfactory to the board for the faithful performance of the duties of the office of treasurer, and for the restoration to the corporation, in the case of death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the possession or under the control of the treasurer belonging to the corporation.
The corporation shall have four (4) classes of members, none of which shall have the right to vote. The four (4) classes of members are as follows:
8.1 Operational Members – Any natural born citizen of the United States who is a resident of the Commonwealth of Virginia, upon application to and approval by the board of directors, shall become an operational member.
8.2 Sponsoring Members – Each individual who is recognized by vote of the board of directors as materially supporting the work of this corporation and is designated a Sponsoring Member by the board of directors shall be such. Any individual who makes a financial contribution to this corporation shall automatically become a Sponsoring Member for the calendar year in which the contribution is made.
8.3 Service Member – Each individual who provides administrative, managerial or other services to this corporation or helps with any activity of this corporation and who is designated as such by the board of directors, shall be a Service Member of this corporation.
8.4 Honorary Member – Any individual who for services rendered to this corporation, the community or the country has been elected an Honorary Member of this corporation by its board of directors shall be an Honorary Member of this corporation.
The rights, privileges, duties and responsibilities of the members and each class of members may be determined by the board of directors at any time and from time to time, provided, however that no right to vote shall be given to any member or class of members.
- GENERAL PROVISIONS
9.1 Checks – All checks, drafts, order for the payment of money, notes and other evidences of indebtedness, issued in the name of the corporation, shall be signed by such officer or officers as the board of directors may from time to time designate.
9.2 Fiscal Year – The fiscal year of the corporation shall be the year ending December 31.
9.3 Corporate Seal – The board of directors shall provide for a corporate seal of such design and having such inscription as it approves. The board of directors may authorize one or more duplicate seals and provide for the custody thereof.
9.4 Books and Records – The corporation shall keep correct and complete books and records of accounts and of its transactions and minutes of the proceedings of the board of directors, and of all committees of directors, if any.
The board of directors shall have the power at any regular meeting or at any special meeting called for that purpose, to alter, amend, revoke or repeal any or all of the by-laws of the corporation and to make new by-laws.