Name. The Corporation shall be known as the Pennsylvania National Guard AssociationS, Inc. (PNGAS). It is established as a nonprofit, membership association for the support and benefit of the Pennsylvania National Guard.

Purpose. The purposes of the Corporation are:

1. To support the Pennsylvania National Guard and its members (officer and enlisted) throughout the Commonwealth of Pennsylvania.

 

2. To promote the Pennsylvania National Guard and perpetuate its efficient functioning and organization.

 

3. To advocate policies that will advance the well being of the Pennsylvania National Guard and its members.

 

4. 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.

 

5. 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).

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.

Board of Directors. The Board of Directors of the Corporation shall consist of:

1. The officers of the Pennsylvania National Guard Enlisted Association and the National Guard Association of Pennsylvania.

 

2. Two members of the National Guard Association of Pennsylvania designated annually by the President of that Association.

 

3. Two members of the Pennsylvania National Guard Enlisted Association designated annually by the President of that Association.

 

4. 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.

 

5. The Adjutant General of Pennsylvania, ex officio.

Officers. The Officers of the Corporation shall consist of the Chairman and Vice-Chairman of the Board of Directors, the Secretary, and the Treasurer.

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 Corporation 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 Corporation 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 Corporation, collect dues and other funds, report to the Board of Directors and the membership of the Corporation, 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 Executive Director of PNGAS who shall see to the day-to-day administration and functioning of the Corporation.

Executive Committee. The Executive Committee of the Board shall consist of the Chairman, Vice-Chairman, Secretary, and Treasurer of the Corporation. The Executive Committee may approve the expenditure of up to $500 from PNGAS funds without the prior approval of the full Board of Directors.

Finances. (a) The Corporation shall be financed by dues paid by the National Guard Association of Pennsylvania and the Pennsylvania National Guard Enlisted Association. Each Association shall pay dues at the rate of $.25 per year for each active member of the Corporation. In addition, the Corporation shall receive proceeds from the sale of life and other insurance to members of the Pennsylvania National Guard. The Corporation may accept contributions.

1. The funds of the Corporation shall be spent for the benefit of all members of the Pennsylvania Army and Air National Guard in furtherance of the purposes of the Corporation. Corporation funds may be expended for:

1. Conferences and meetings for members of the Pennsylvania National Guard.

1. 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.

1. Communicating and meeting with members of the Congress of the United States, the Pennsylvania General Assembly and other Government organizations and officials for the purpose of informing them of the programs and goals of the Pennsylvania National Guard and to seek legislation to support the Pennsylvania National Guard.

 

2. Contributing to the pay and allowances of an Executive Director and other staff for the Corporation.

 

3. 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.

 

4. Any other programs for the benefit of all members of the Pennsylvania National Guard approved by the Board of Directors.

(c) No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to its members, directors, officers or other private persons, except that the Corporation 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.

Committees. (a) The committees of the Corporation shall consist of:

1. The Executive Committee
2. The Committee on Resolutions
3. The Committee on Legislative Relations
4. The Committee on Publications
5. The Committee on Conferences and Meetings
6. The Committee on Finances
7. Such other committees as the Board of Directors may authorize.

(b) 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.

(c) The Chairman of the Board of Directors may appoint a Parliamentarian for the Corporation.

Amendments. Any amendments to the Constitution and By-Laws of the Corporation shall be approved by an affirmative vote of two-thirds of the Board of Directors, present and voting.

Incorporation. The Chairman and Vice-Chairman of the Board of Directors are authorized and directed to act as Incorporators for the Corporation and to file the requisite Articles of Incorporation.

Dissolution. If the Corporation 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 organization, 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.