By-laws

BY-LAWS of the
State Guard Association of Ohio

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 state association of such individuals; wherefore these association By-Laws are established to:

  1. promote the role and effectiveness of organized militias established by and existing under the laws of the State of Ohio, including state defense forces, state guards and state military reserves (hereinafter collectively referred to as “State Defense Forces”); and
  2. foster and encourage a spirit of cooperation between the State Defense Forces and the Department of Defense, the National Guard Bureau, the U.S. federal armed forces, and their reserves; and
  3. support existing State Defense Forces; and
  4. perpetuate the tradition and ideals of the American militia which have motivated its members, past and present, in their unselfish performance of duty and devoted service to their State and Country; and
  5. to assist and aid all members or former members of Ohio’s State Defense Forces; and
  6. promote the exchange of information and cooperation among the State Defense Forces and the general public.

ARTICLE I

NAME

Section 1. Name. The name ofthe organization shall be the STATEGUARD ASSOCIATION OF OHIO, Inc. (hereinafter referred to as “Association”).

Section 2. Corporate Status. The Association is incorporated as a not-for-profit corporation of the State of Ohio, with a tax-exempt status by the IRS as a 501(c)(3) organization. The headquarters of the Association shall be located in such place as the Association Board of Directors (hereinafter referred to 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 Ohio, as may from time to time be determined by the Board of Directors.

Section 3. Militia Concept. This Association supports the concept of a “well-regulated militia” as described in the U.S. Constitution, being those militia organized or recognized by the State of Ohio 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 the State of Ohio 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 an Ohio State Defense Force, or its reserve components, including but not limited to personnel on a State’s Reserve List or a State’s 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 by the Board of Directors.

(b) Life Membership. Any member of the Association who is 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. Upon application, payment of the prescribed dues, and approval of the Board of Directors, organizations with a common interest in the goals and objectives of SGAOH may join as a corporate member. Corporate members shall not have voting privileges with respect to any Association business.

(a) Annual $350.00

Section 3. Honorary Members. Any person may be elected to honorary membership in the Association by the majority affirmative vote of members present at an Annual Meeting or by 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. All members, other than life and honorary members, shall pay annual membership dues. Such dues may be paid directly to Association State Headquarters. The Board of Directors may also establish a discounted dues program for three-year and five-year memberships for each type of member. Annual dues shall be established annually by action of the Board of Directors at the Annual Meeting of the Association. Current dues are as follows:

(a) Annual $10.00
(b) Three Year $25.00
(c) Lifetime $250.00

Section 5. Life Dues. Life membership dues shall be established by action of the Board of Directors but shall be not less than $250. Life membership dues may be paid in equal annual installments for three years, provided the member also pays annual dues. Upon payment in full of the life membership dues, the member is thereafter excused from annual membership dues.

Section 6. Good Standing. A member in good standing shall be one who has satisfied all of his or her 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. Recognition of Rank. The Association shall not confer rank upon any individual member. The Association shall only recognize rank conferred upon individuals by federal (in the case of previous federal service) or state (in the case of state service) authority.

ARTICLE III

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 the Association’s officers. Without any restriction upon its general powers the Board of Directors 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.

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

(a) the Association President, 1st Vice President, 2nd Vice President, Treasurer and Secretary. Officers serve on the Board of Directors for the duration of their term of office.
(b) if an Executive Director is appointed by the Board of Directors, they shall serve as a non-voting member of the Board of Directors.

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 and/or video conference which shall be attended by all Directors. Special Meetings may be called by the President with the approval of three other members of the Board of Directors. 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 meeting of the Board of Directors, to be conducted over telephone and/or video conference, 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, video, USPS, electronic facsimile, or computer e-mail.

Section 4. Executive Session. Executive session meetings of the Board of Directors shall be closed meetings for voting members of Board of Directors only. Executive session meetings can be held for any purpose as determined by the SGAOH President.

Section 5. Quorum. A quorum at any meeting of the Board of Directors shall consist of the members of the Board of Directors who are present or represented by proxy. Board of Directors 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 of Directors.

Section 6. Voting. A majority of votes cast by those Directors present or by proxy at any regularly called meeting shall determine any question before the Board of Directors, except as otherwise provided in these By-Laws.

Section 7. Mail or Electronic Mail Vote. Specific questions may be submitted by mail or by electronic mail (hereinafter referred to as “Email”) by the President, or by at least three members of the Board of Directors for a mail or Email 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 8. 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 9. 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 of the United States and the controlling provisions of the laws of the State of Ohio.

Section 10. 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 of a member shall be elected to hold office for the unexpired term of his/her predecessor.

Section 11. 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 12. 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 13. Open Meetings. Meeting of the Board of Directors shall be open to any member who is appointed as a guest of the Board of Directors 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 14. Administration. The Board of Directors may, by a majority vote, refuse admission to any applicant for membership or cancel any membership in the Association. There shall be no refund of dues for memberships that are canceled.

ARTICLE IV

OFFICERS

Section 1. Elected Officers. The officers of the Association shall be a President, two Vice Presidents (first and second), Secretary and Treasurer. The term of each office shall be for two years 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 may 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 biennially 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 Vice President shall assume the office of the President should the President be unable to complete his or her 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 of Directors 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, except the President who can only hold that one office.

Section 9. Oath of Office. The President shall administer the Oath of Office to all incoming Officers elected or appointed. The Oath is as follows: “I, (State name), do solemnly swear to uphold the office of (State Office). I pledge my full support and ability to further the ideals and missions of the Association, to serve the membership by deeds worthy of their trust, and to abide by the provisions of the Association.” The Office of the President will receive the same Oath administered by the Immediate Past President.

ARTICLE V

DUTIES OF OFFICERS

Section 1. President. The President is vested with administrative and executive powers usually appertaining to such office. The President shall preside at all meetings of the members and Board of Directors and shall have general supervision of the business and finances of the Association and shall see that all orders and resolutions 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. 1st Vice President. The 1st Vice President shall serve as the assistant and understudy to the President. 1st Vice President shall perform such additional duties as shall be assigned him/her either by the President or by action of the Board of Directors. The 1st Vice President 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. 2nd Vice President. The 2nd Vice President shall perform such duties as shall be assigned to him/her and exercise such powers as may be granted to him/her by the Board of Directors or by the President of the Association. The 2nd Vice President shall assume and execute the duties of the President in the absence or incapacitation of the President and 1st Vice President, and in such circumstances his/her actions shall have full force and effect as if performed by the President.

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 and assure that they are maintained in a secure manner for future reference by the Association. 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 signed by the President of the Association and the Executive Director.

Reasonable 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. 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 VI

ANNUAL 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 or by email to the email address last provided by the member or posted on the Association website shall be sufficient notice of the Annual Meeting. In the event of an emergency or special meeting the Association’s members shall be mailed, called, emailed, or otherwise directly notified of the date, time, place and purpose of such a meeting.

Section 3. Order of Business. The order of business for all meetings or conferences shall be as follows (unless modified by the President):

(a) Annual Conference
(b) Business Meeting (nominations, vote and swear in of new officers, annual report, and review of Bylaws)

  1. Guest Speaker(s)

(c) Monthly Meetings

  1. Call to Order
  2. Roll Call
  3. Reading, Corrections, and approval of minutes of previous meetings
  4. Reports of Officers of the Board of Directors, as directed by the President
  5. Reports of Committees (Standing or Special)
  6. Unfinished Business
  7. New Business
  8. Adjournment

ARTICLE VII

COMMITTEES

Section 1. Committee Establishment. 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. All members in good standing are encouraged to participate on Committees. Interested members should communicate their interest to the President or Executive Director. Committee chairpersons and members shall be appointed by the President.

ARTICLE VIII

AMENDMENTS

These By-Laws may be amended at any called meeting of the Association by a majority of all present and eligible membership 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 of the Board of Directors may propose amendments to the by-laws without notice at any Board of Directors meeting.
Notice in a regular publication of the Association or by email to the email address last provided by the member or posted on the Association website, shall be sufficient notice.

ARTICLE IX

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.

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 or academy 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 or academy 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 least 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.

Section 5. 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.

ARTICLE X

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 of Directors may determine, as permitted in accordance with the Internal Revenue Code. No part of the earnings or assets of the Association shall insure to the benefit of or be distributed to private persons, members, Board of Directors 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 XI

War, National &/or State Emergency

Section 1. When Article Invoked.

a. This Article may be invoked by majority of the Executive Council of the ASSOCIATION in the event of:

  1. War and/or
  2. National Emergency and/or
    (a) Proclaimed by the President of the United States.
    (b) Declared by the Congress of the United States.
  3. State Emergency
    (a) Proclaimed by the Governor of the State of Ohio or his/her designee

b. This Article when invoked, shall take precedence over any conflicting provision of the By-laws of the ASSOCIATION.

Section 2: Tenure and filling vacancies. On or after the date of invocation of this Article:

(a) Subject to the provisions of Article IV, Section 1, of these By-laws, the tenure in office of each officer of the ASSOCIATION is, if so determined by a majority vote of the Executive Council of the ASSOCIATION, extended for the duration of the War, National or State Emergency and for six (6) months thereafter or until the Executive Council, by majority vote determines that this Article shall no longer remain in effect.
(b) In the event of a vacancy in the office of President of the ASSOCIATION and there is, at that time, no Vice President of the ASSOCIATION to succeed thereto, the Board of Directors shall elect to the office of President, by majority vote, a member of the existing Board of Directors.
(c) In the event of a vacancy in the office of Vice President, Secretary or Treasurer of the ASSOCIATION, the Board of Directors shall elect to that office by majority vote, a member of the ASSOCIATION.
(d) The Executive Council may suspend the operation of any provisions of Article IV and/or IX of the By-laws.

ARTICLE XII

ADOPTION AND EFFECTIVE DATE

The foregoing By-Laws are adopted and supersede any perceived “By Laws” of this Association in effect prior to 28 August 2023 by resolution during a Special Meeting in Dayton, Ohio. They are effective upon adoption.