BYLAWS of the
VIRGINIA OATH KEEPERS, LLC.

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ARTICLE I – NAME AND PURPOSE

The name of the corporation is VIRGINIA OATH KEEPERS, LLC., (hereinafter referred to as the “corporation”). In accordance with these Bylaws, the Corporation is established as a non-profit organization founded to promote the socialization of individuals who have sworn their sacred oath to the Constitution of the United States of America, be they active or retired military, law enforcement, first-responders, or patriotic citizens.

ARTICLE II – BOARD OF DIRECTORS

A. The governing body of the corporation shall be the Board of Directors (hereinafter referred to as the “Board”). The Board shall comprise the State President, State Vice-President, State Secretary, State Treasurer, State Director of Home Guard, South East Regional Director, North East Regional Director, North West Regional Director, and South West Regional Director (hereinafter referred to as a “Director/s”) and members at large as found to be needed by the Board. Directors shall be elected by the Members of the Corporation at or in conjunction with the annual meeting of the Corporation. Each Director (after the Initial Directors named herein) shall serve a two-year term, with the terms staggered as much as possible to have at least one new Director elected every year. There shall be no prohibition on a Director serving successive terms. Any vacancy on the Board caused by the resignation, death, removal, or otherwise of a Director whose term has not expired shall be filled for the remainder of the term by a member elected by a majority vote of the remaining Board, or by a special election called by the remaining Board Members. If there is a tie in the vote to fill a vacant Director’s term, the President (who shall preside at any meeting of the Board) shall cast a vote (or call for a second vote if the President is a Director) to break the tie.

B. The Board shall hold an Annual Meeting at such time and place as the Board may determine from year to year. The date, time, and/or location of the Annual Meeting may be changed by a Special meeting of the Board, held at least two weeks prior to the scheduled Annual meeting. A Special Meeting of the Board shall be held at the call of the President, or at the petition of a majority of the Directors. Notice of Board meetings, stating the time and place, shall be given to all Directors by the President at least forty-eight hours before a meeting. Any Director may attend a meeting of the Board and shall be considered present at such meeting if said Director is participating in the meeting via telephone or any other medium whereby said Director can hear and participate in any discussion occurring at the meeting. Further, any Director may execute a waiver of notice, meeting minutes, or other documents and transmit said executed document by electronic means to the Corporation.

C. At any meeting of the Board, a majority of the Directors then serving shall constitute a quorum. If less than a quorum is present, the meeting shall be held and business conducted as if a quorum were present; however, no decisions shall be binding until approved by a majority of the Directors then serving. Motions may be offered and seconded by any Director. Votes shall be decided by the majority of the Directors present, with ties equating to a defeat. Secret ballots can be requested by any Director on issues of a personal nature, Executive Sessions may be called for reasons of subject sensitivity or protection of privacy, but any resulting votes shall be conducted in open session.

D. Votes on any issue may be conducted via the internet or other electronic means at any time. Such electronic ballots may be initiated only by the President or by the Vice-President acting in the absence of the President. Results shall be recorded by the Secretary for review and incorporation into the minutes of the previous or next meeting of the Board.

E. A Director who does not fulfill his/her responsibilities on the Board may, at the suggestion of the Sergeant-at-Arms and the concurrence of a majority of the Board, be removed from the Board. No such action may be taken without at least a fourteen-day notification stating the reason for such action and providing an opportunity for the Director to address the charges in a Board meeting.

ARTICLE III – MEMBERSHIP AND DUES

A. Membership in the Corporation is open to any person who agrees to (1) comply with the Bylaws, Standard Operating Procedures (hereinafter referred to as “SOP.”), and the direction of the Board, (2) has paid current dues, and (3) has no outstanding financial obligations to the Corporation (hereinafter referred to as a “Member In Good Standing”).

B. The Corporation shall have one class of members (herein referred to as “Member” and/or “Members”), who shall consist of (1) the initial Directors of the Corporation named in the Articles of Incorporation, and (2) such other persons as shall subscribe to membership under any dues category. A Member In Good Standing may participate in any activities, functions, and meetings sponsored by the Corporation, including the right to cast a single vote in the election of Directors and Officers of the Corporation and on any other business of the corporation consistent with these Bylaws and SOP.

C. Any individual’s membership can be revoked for cause by a majority vote of the Board for any offense deemed sufficient. The Member must be notified by the President at least two weeks in advance of any such vote and afforded an opportunity to refute any charges. Termination of membership does not entitle individuals to a refund of annual dues, but other financial settlements may be made based on the cost to the Corporation and Board approval.

D. The Members shall hold an Annual Meeting at such time and place as the Board may determine from year to year. The date, time and/or location of the Annual Meeting of the Members may be changed by a Special Meeting of the Board held at least two weeks prior to the scheduled Annual Meeting of the Members. A Special Meeting of the Members shall be held at the call of the President or at the petition of a majority of the Directors. Notice of Meetings of the Members, stating the time and place, shall be given to all Members by the President at least seven days before a meeting. Any Member may execute any waiver of notice, meeting minutes, absentee ballot, or other documents and transmit said executed document by any means, including electronic means, to the Corporation. Should any vote end in a tie, the Board may, with majority approval, break any such tie.

E. At any meeting of the Members, twenty percent of the Members In Good Standing shall constitute a quorum. If less than a quorum is present, the meeting shall be held and business conducted as if a quorum were present. However, no decisions shall be binding until at least twenty percent of the Members In Good Standing have voted on the issue, and a majority of those voting shall have approved the decision. Motions may be offered and seconded by any Member. Votes shall be decided by a majority of the Members In Good Standing voting, with ties being decided by the Board via majority approval.

F. At a minimum, 35% of the Members In Good Standing shall, at the Annual Meeting, elect the (i) Directors necessary to fill any openings on the Board resulting from the expiration of a Director’s term on the Board, and (ii) Officers necessary to fill any vacancies resulting from the assumption of their position by their successors. Departing Officers and Directors are expected to provide adequate assistance and turn-over to their successors.

G. Dues shall be established by the Board considering the Corporation’s financial status and estimated requirements. The Board shall have the power to waive dues on a one-time basis, as circumstances may indicate, for specific individual Members, and to establish different classes of dues-paying memberships reflecting discounts for up-front payments and providing incentives for higher dues-paying memberships.

ARITCLE IV – OFFICERS

A. The PRESIDENT shall preside at all meetings of the Board and the Members. The President may appoint committees with the Board’s approval, deemed necessary in furtherance of Corporation activities, and shall be an ex-officio member of all standing and special Corporation committees and working groups. The President shall have signature authority to bind the corporation to legal documents and agreements approved by the Board, and shall be an authorized signatory on any financial accounts of the Corporation, including the Corporation’s checking account.

B. The VICE-PRESIDENT shall serve as a special assistant to the President, and in the absences of the President or at the President’s request, shall perform the duties of the President.

C. The SECRETARY shall take and transcribe minutes of all Board Meetings and general membership meetings, and maintain the same in such manner and form as the Board may direct. When elections or other ballots are conducted, the Secretary shall tabulate the results and report them in the manner and form as directed by the board.

D. The TREASURER, upon request of the Board, shall develop an annual budget for approval by the Board. The Treasurer shall authorize disbursements from the Corporation’s budget to be paid, and, like the President, shall be authorized signatory on any financial accounts of the Corporation approved by the Board, including the Corporation’s checking account. The Treasurer is the primary custodian of the Corporation’s funds and shall keep records of same in such a manner that will ensure adequate accountability. The Treasurer shall provide necessary files and financial documents to an approved accountant for the purpose of filing the Corporation’s tax returns as required by law.

E. The SERGEANT-AT-ARMS shall be responsible for ensuring that Members (including Directors and Officers) adhere to the Bylaws, rulings, policies, expected models of conduct, and SOP when dealing with other Members or non-members. The Sergeant-at-Arms shall specifically be charged with maintaining order at any meetings and activities of the Corporation.

F. The HOME GUARD DIRECTOR shall be responsible for establishing, updating, and monitoring of Home Guard procedures, goals, and objectives, as per the SOP.

G. The REGIONAL DIRECTORS shall act as a liaison between Chapter Officers and the Board, as per SOP.

ARTICLE V – MISCELLANEOUS

A. The Officers shall hold general membership meetings regularly throughout the year for fun, socialization, and education. The time and place of these meetings shall be announced at least forty-eight hours before the meetings, to all Members by whatever means the Officer in charge deems expedient under the circumstances, including electronic notification.

B. These Bylaws may be amended at any meeting of the Board in which a quorum of the Directors are present, by simple majority vote. The proposed amendments to the Bylaws must be sent to each Director to review at least forty-eight hours before any such meeting where a vote to amend will take place.

C. Notwithstanding any provision in these Bylaws or the Articles of Incorporation, all objects, purposes, and activities of the Corporation shall be consistent with the provisions of Section 501(c)(7) of the Internal Revenue Code of 1986, as now in effect or as may hereafter be amended (the “Code”), and no Officer, Director, or Member shall take any action which would not be consistent with the Code.

D. In the event of dissolution or final liquidation of the Corporation, all of the remaining assets and property of the Corporation shall, after paying or making provision for the payment of all of the liabilities and obligations of the Corporation and for necessary expenses thereof, be distributed to such organization or organizations organized and operated exclusively as social and recreational clubs or for charitable or educational purposes as shall at the time qualify as an exempt organization or organizations under Sections 501(c)(7) or 501(c)(3) of the Code as the Board shall determine. In no event shall any of such assets or property be distributed to any Member, Director, Officer, or private individual.

E. Information on the status of the Corporation’s finances shall be prepared annually. This information shall be made available for inspection by Members upon request. Members shall have no right to demand an audit of the Corporation’s finances, this being the sole province of the Board. Individuals and other organizations shall have no proprietary interest in the Corporation’s funds. Any temporary reserves established by the Board shall not accrue to any individual or organization. The Corporation’s funds may not be used in a manner contrary to federal, state, or local law. The activities of the Corporation shall be maintained by income derived from annual dues paid by the Members and from funds generated by events, trips, and other Corporation activities. All revenues shall be deposited directly into the Corporation’s bank account/s.

IN WITNESS THEREOF, I, the undersigned, hereby certify that the foregoing is a true copy of the Bylaws of Virginia Oath Keepers, Inc.