Saint Paul Fire Local 21 Honor Guard, Pipes and Drums

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WE ARE NOW A NON-PROFIT 501(C)(3).  

INTERNAL REVENUE SERVICE 
DEPARTMENT OF THE TREASURY
EMPLOYER IDENTIFICATION NUMBER:
 47-2435616
 DLN:
 26053744001284
 PUBLIC CHARITY STATUS:
 509 (a) (2)
 EFFECTIVE DATE OF EXEMPTION:
 DECEMBER 01, 2014
 CONTRIBUTION DEDUCTIBILITY:
 YES
 ADDRESS:
 1000 7TH STREET WEST
SAINT PAUL, MN 55102
 DONTATE OPTIONS:
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(A TAX RECEIPT WILL BE SENT TO YOU)

The IRS has determined we are exempt from federal income tax under Internal Revenue Code (IRC) Section 501 (c)(3).  Donors can deduct contributions they make to us under IRC Section 170.  We are also qualified to receive tax deductible bequests, devises, transfers or gifts under Section 2055, 2106, or 2522.    

BYLAWS

of

SAINT PAUL FIRE HONOR GUARD, PIPES AND DRUMS

The undersigned hereby certifies on behalf of the Saint Paul Fire Honor Guard, Pipes and Drums (St. Paul Fire Honor Guard)(Saint Paul Fire Local 21 Honor Guard), a Minnesota nonprofit corporation (the “Corporation”), incorporated under Minnesota Statues, Chapter 317A, and laws amendatory thereof and supplemental thereto (the “Act”), that the following constitutes all of the bylaws of the Corporation:

ARTICLE I

OFFICES AND SEAL

1.1 Name. The name of the Corporation shall be as set forth in the Articles, or in the most recent amendment of the Articles, filed and recorded in the records of the Minnesota Secretary of State.

1.2 Corporate Offices. The registered office of the Corporation shall be as set forth in the Articles, or as subsequently recorded in the records of the Minnesota Secretary of State. The Corporation may have such other offices within or without the State of Minnesota as the Board of Directors of the Corporation (the “Board of Directors” or the “Board”) may determine from time to time.

1.3 Seal. At the discretion of the Board of Directors, the Corporation may use a corporate seal. However, failure to use such a seal shall not affect the validity of any document executed on behalf of the Corporation. The seal need only include the word “seal” and, at the discretion of the Board of Directors, may also include such additional language, symbols, images or representations as shall be permitted by law.

ARTICLE II

PURPOSE, POWERS, AND OPERATIONS

2.1 Purpose. This Corporation shall be operated exclusively to honor firefighters for charitable, scientific, literary, and educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code of 1986 (the “Code”). All references in these Articles of Incorporation to a particular section of the Code, as now enacted or as future federal tax code, and any provision of federal law that is or may hereafter be applicable, cognate to such section. Within the framework and limitations of the foregoing, the Corporation is organized and shall solicit and receive donations of cash or real or personal property through gift, bequest, or otherwise, and shall otherwise raise funds, to use and apply the whole and any part of the income therefrom, and the principal thereof, for such permitted purposes that will, in the discretion of the Board of Directors, most effectively support the programs established by the Board of Directors. Notwithstanding any other provision of these Bylaws, the Corporation shall neither have nor exercise any power, nor shall it engage directly or indirectly in any activity, that would invalidate (i) its tax-exempt status under Section 501(c)(3) of the Code or (ii) contributions to which are deductible from taxable income under Section 170(c)(2) of the Code.

2.2 Powers. For the foregoing purposes, the Corporation shall have such powers as are granted by the Act, except as specifically limited by the Articles or Bylaws of the Corporation.

2.3 Operations. The Corporation is a nonprofit corporation and is not organized for the private gain of any person. Notwithstanding the forgoing statements of purpose and powers, this Corporation is organized and shall be operated exclusively to carry out the foregoing purposes within the contemplation of Section 501(c)(3) of the Code. The net earnings of the Corporation shall not inure to the benefit of, or be distributable to its directors, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II hereof. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation. The Corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision hereof to the contrary, the Corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Code or by a corporation, contributions to which are deductible under section 170(c)(2) of the Code.

ARTICLE III

BOARD OF DIRECTORS

3.1 Governing Power. The Board of Directors shall have all the powers and duties necessary and appropriate for the management and administration of the affairs of the Corporation consistent with federal and state law, the Articles of Incorporation, and these Bylaws of the Corporation.

3.2 Number, qualifications. The Board of Directors shall set the number of directors of the Corporation from time to time, but in no event shall the number of directors be less than three (3). Directors shall be adult natural persons and need not be residents of the State of Minnesota.

3.3 Election and Term of Office. Directors shall be elected by the Board of Directors at its annual meeting or at any duly held meeting of the Board by the affirmative vote of a majority of the existing directors present and entitled to vote. Cumulative voting for directors shall not be permitted. The term of office of each director shall be two (2) years; provided, however, that the terms of office of the directors shall be staggered so that the terms of no more than one (1) of the directors shall expire in any year, and for this purpose the initial terms of some directors may be for more or less than two (2) years. There shall be no restriction on directors serving successive terms. Each director shall hold office until the annual meeting of the Board and until his or her successor shall have been elected and shall qualify, or until his or her sooner death, disqualification, resignation, or removal as provided herein.

3.4 Vacancies. Zero (0) vacancies shall be deemed to exist on the Board of Directors if the number of directors is reduced for any reason below three (3), the remaining directors shall, in such event, act promptly to fill any vacancy on the Board by the election of a new director.

3.5 Resignation. A director may resign at any time by mailing or personally delivering written notice of such resignation to the Corporation. The resignation is effective without acceptance when the notice is given to the Corporation, unless a later effective time is specified in the notice. No resignation may be effective prior to the time such notice is given.

3.6 Removal. A director may be removed at any time, with or without cause, by the affirmative vote of a majority of the other directors in office. No director shall be removed prior to the expiration of his or her term in office, however, unless the notice of the regular or special meeting at which removal is to be considered states such purpose. If removal of a director reduces the size of the Board of Directors below three (3) persons, a new director shall be elected at the same meeting to fill the vacancy.

3.7 Compensation. Directors and any members of committees established by the Board of Directors shall serve without compensation. Directors may be reimbursed for actual expenses incurred by them in the performance of their duties as directors.

3.8 Regular Meetings. Regular meetings of the Board of Directors shall be held as called by the President of the Corporation. One (1) regular meeting each year shall be designated the annual meeting of the Board, at which meeting the Board shall elect officers and shall vote to elect directors to succeed those directors whose terms have expired. Notice of regular meetings of the Board shall be given to each director, personally or by mail, telephone, electronic, or facsimile transmission, at least five (5) days prior to the day named for such meeting. Notices of regular meetings need not state the purposes thereof.

3.9 Special Meetings. Special meetings of the Board of Directors may be called by the President of the Corporation or by any two (2) directors. Notice of special meetings of the Board shall be given to each director, personally or by mail, telephone, electronic, or facsimile transmission. At least fourteen (14) days prior to the day named for such meeting and shall state the date, time, place and purpose of the meeting.

3.10 Waiver of Notice. Directors may waive notice of any meeting of the Board of Directors before, at, or after the meeting in writing or by attendance. Attendance at a meeting by a director shall constitute a waiver of notice of such meeting, unless such director objects at the beginning of the meeting to the transaction of business because the meeting is not validly held and does not participate thereafter in the meeting.

3.11 Quorum. At all meetings of the Board of Directors, a majority of the directors (2/3) currently holding office shall constitute a quorum for the transaction of business, and the acts of the majority of the directors present shall be the acts of the Board, except where a larger number is required by law, the Articles of Incorporation, or these Bylaws. If at any meeting of the Board there is less than a quorum present, the majority of the directors present may adjourn the meeting from time to time. At any such adjourned meeting, any business, which might have been transacted at the meeting as originally called, may be transacted without further notice. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of a director or directors originally present leaves less than the number otherwise required for a quorum.

3.12 Telephone Conference or Interactive Video Meetings. A telephone conference call or interactive video conference, or other conference among directors by any means of communication through which the directors may simultaneously hear each other during the conference, shall constitute a meeting of the Board of Directors, provided that the notice requirements for a meeting are met and that the number of directors participating in the conference are sufficient to constitute a quorum at the meeting. Participation in such conference shall constitute presence in person at the meeting.

3.13 Written Action in Lieu of a Meeting. To the extent permitted by law, any lawful action of the Board of Directors may be taken without a meeting if such action is in a writing signed by the numbers of directors that would be required to take the same action at a meeting of the Board, if all directors were present, and filed with the minutes of the Board. Counterpart signatures on a written action shall be valid and effective to the same extent as signatures on the same document. The written action shall be effective when first signed, unless a different effective date is set forth therein.

3.14 Conduct of Meetings. Meetings of the Board of Directors shall be conducted in accordance with the current edition of Robert’s Rules of Order Newly Revised in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Board may adopt. The President shall preside at all meetings of the Board, and in the absence of such officer, the directors present at the meetings shall appoint any of them to act as presiding officer of the meeting.

3.15 Proxies. Proxies shall not be allowed or used by directors.

ARTICLE IV

OFFICERS

4.1 Designation. The principal officers of the Corporation shall be the President, the Treasurer, and the Secretary each of whom shall be elected by the Board. The Board may appoint assistant officers and such other officers and agents as in its judgment may be necessary.

4.2 Election of Officers. The officers of the Corporation shall be elected annually, or as necessary under these Bylaws, by the Board of Directors at a regular or special meeting. Each officer shall continue in office (two years) until his or her successor is duly elected and qualified, subject to such officer’s earlier death, resignation, removal, or disqualification.

4.3 Succession of Officers. Executive Officers should be in succession. Voted first as Secretary, Treasurer, and then President. Each officer shall preferably be from different work shifts.

4.4 Resignation. An officer may resign at any time by giving written notice to the Corporation. The resignation is effective without acceptance when the notice is given, unless a later effective date is specified in the notice.

4.5 Removal. An officer may be removed at any time, with our without cause, by a resolution approved by the affirmative vote of a majority of the Board of Directors.

4.6 Vacancies. A vacancy in an office because of death, resignation, removal, disqualification, or other cause, shall be filled by prompt action of the Board of Directors. The Board shall appoint such temporary or acting officers as may be necessary during any temporary absence or disability of the regular officers.

4.7 President. The President of the Corporation shall be a Local 21 member shall perform the functions of the office of the president within the meaning of Minnesota Statues section 317A.305, subdivision 2, shall report directly to the Board of Directors, and shall be the Chief Executive Officer of the Corporation. The President shall preside at all meetings of the Board; shall see that all orders and resolutions of the Board are carried into effect; shall have general active management of the business of the Corporation; shall appoint members to committees of the Corporation; may execute and deliver in the name of the Corporation any deeds, mortgages, bonds, contracts or other instruments pertaining to the business of the Corporation, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by the Board to some other officer or agent of the Corporation; may delegate the authority to execute and deliver documents to other officers of the Corporation; shall maintain records of and, whenever necessary, certify any proceedings of the Board; shall perform such other duties as may from time to time be prescribed by the Board; and, in general, shall perform all duties usually incident to the office of the President.

4.8 Treasurer. The Treasurer shall be a Local 21 member and shall perform the functions of the office of treasurer within the meaning of Minnesota Statues section 317A.305, subdivision 3, shall report directly to the Board of Directors, and shall be the Chief Financial Officer of the Corporation. The Treasurer shall keep or cause to be kept accurate financial records for the Corporation; shall deposit or cause to be deposited all money, drafts, and checks in the name of and to the credit of the Corporation in the banks and depositories designated by the Board of Directors; shall endorse for deposit or cause to be endorsed all notes, checks, and drafts received by the Corporation as ordered by the Board, making proper vouchers therefor; shall disburse or cause to be disbursed corporate funds and issue checks and drafts in the name of the Corporation, as ordered by the Board; shall render to the President and the Board, whenever requested, an account of all transactions by the Treasurer and of the financial condition of the Corporation; shall perform such other duties as may from time to time be prescribed by the President or the Board; and, in general, shall perform all duties usually incident to the office of treasurer.

4.9 Secretary. The Secretary shall be a Local 21 member and shall serve as secretary of and shall attend and record the proceedings of all meetings of the Board of Directors; shall maintain to date and have custody of the permanent minute book and records of the Corporation; shall have custody of and affix the corporate seal, if any, where appropriate; shall attest to and certify any corporate documents and instruments; shall give notice and provide proof of notice of meetings and other proceedings of the Board in accordance with law and these Bylaws; shall perform such other duties as may from time to time be prescribed by the Board or the President; and, in general, shall perform all duties usually incident to the office of secretary.

4.10 Delegation. Except as may be prohibited by these Bylaws or by resolution of the Board of Directors, an officer may, without Board approval, delegate some or all of such officer’s duties and powers to other persons. An officer who delegates the duties or powers of an office remains subject to the standard of conduct for an officer imposed by law with respect to the discharge of all duties and powers as delegated.

4.11 Salaries and Contract Rights. The election or appointment of a person as an officer or agent of the Corporation shall not, of itself, create contract rights. The Corporation may enter into a contract with an officer or agent for a period of time if, in the judgment of the Board, such contract is in the Corporation’s best interest. The fact that a contract may be for a term longer than the terms of the election or appointment of an officer, or for a term longer than the terms of the directors who authorized or approved the contract, shall not make the contract void or voidable.

ARTICLE V

COMMITTEES OF THE BOARD

5.1 Executive Committee. The Executive Committee of the Board shall consist of the President, Secretary, and Treasurer. The Executive Committee shall have and exercise the authority of the Board in the management of the business of the Corporation. The Executive Committee shall act only in the interval between meetings of the Board and shall be subject at all times to the control and direction of the Board. The Executive Committee shall, by majority vote, appoint the Chairs of all committees of the Board except itself. The Executive Committee may meet at stated times or upon notice to all given by any of their own number. Vacancies in the membership of the Executive Committee may be filled by the Board at a regular meeting or at a special meeting called for that purpose.

5.2 Other Committees. The Board of Directors, by a majority vote of a quorum in attendance, may establish any other committees and may delegate thereto some or all of its powers except those, which by law, the Articles of Incorporation, or these Bylaws may not be delegated. Except as the Board may otherwise determine, any such committee may make rules for the conduct of its business, but unless otherwise provided by the Board or in such rules, its business shall be conducted so far as possible in the same manner as provided by these Bylaws for the Board. The chairs of such committees and all members of such committees shall hold such offices at the pleasure of the Board. The Board may abolish any such committee at any time. Any committee to which the Board delegates any of its powers or duties shall keep records of its meetings and shall report its actions to the Board. The Board shall have power to rescind any action of any committee; however, no such rescission shall have retroactive effect. Committee examples shall include but are not limited to: Honor Guard, Pipe and Drum Band. The committees shall provide a budget and a plan to the Board of Directors for approval.

5.3 Procedure. Sections 3.8 to 3.15 of these Bylaws, to the extent germane, apply to committees of the Board of Directors and to members of such committees to the same extent as those sections apply to the Board. Minutes, if any, of meetings of each committee of the Board must be made available upon request to members of the committee and to any director.

ARTICLE VI

AFFLILATIONS WITH OTHER ORGANIZATIONS

6.1 Affiliations. The Corporation may formally or informally affiliate itself with other national, regional, state, or local associations, trade groups, or other organizations, whose goals and objectives support and complement those of the Corporation. Any such affiliations shall be determined or approved only by the affirmative vote of a majority of the directors present and entitled to vote at a duly held meeting of the Board of Directors of the Corporation. Pipes and Drum members are not required to be Local 21 members; however, Honor Guard and Chair Officers must be Local 21 members.

ARTICLE VII

FISCAL MANAGEMENT

7.1 Fiscal Year. The fiscal year of the Corporation shall end on December 31 of each calendar year.

7.2 Books and Records. The Corporation shall keep at its registered office or such other location as is designated by the Board of Directors, correct and complete books of account, minutes of proceedings and meetings of the Board, and minutes, if any, of meetings of committees of the Board or the Corporation.

7.3 Financial Statements. At the close of each fiscal year, the Corporation shall prepare financial statements containing a balance sheet and a full and correct statement of the financial affairs of the Corporation for the fiscal year, all in accordance with generally accepted accounting principles, which shall be submitted to the Board of Directors for its consideration and approval at its regular meeting next following such fiscal year. The books and records of the Corporation shall not be required to be audited unless the Board, by affirmative resolution, determines to do so, in which event the Board shall select a firm of certified public accountants or other independent auditors for such purpose.

7.4 Execution of Corporation Documents. With the authorization of the Board of Directors, all notes and contracts shall be executed on behalf of the Corporation by the President or by any other parties designated by appropriate resolution of the Board. All checks and other drafts shall be executed on behalf of the Corporation by the President, the Secretary, or Treasurer.

7.6 Indemnification. The Corporation shall indemnify a person made or threatened to be made a party to a civil, criminal, administrative, arbitrative, or investigative proceeding by treason of the former or present official capacity of the person, and shall pay or reimburse such person’s expenses in advance of final disposition of a proceeding, all in accordance with the provisions and requirements of Minnesota Statues section 317A.521, as amended. The Corporation may, by resolution of the Board of Directors, reimburse expenses, including attorneys’ fees and disbursements, incurred by a person in connection with a proceeding at a time when such person is a witness but has not been made or threatened to be made a party to such proceeding.

ARTICLE VIII

AMENDMENTS

8.1 Amendments. The Articles of Incorporation and these Bylaws may be amended or restated by the affirmative vote of a two-thirds (2/3) supermajority of all directors of the Corporation.

CERTIFICATE OF SECRETARY

I, the undersigned, do herby certify that I am the duly elected and acting Secretary of Saint Paul Honor Guard, a Minnesota nonprofit corporation, and the foregoing Bylaws constitute the Bylaws of said corporation as duly adopted by the Board of Directors on ……………., 2014.

Keith Golden - Secretary


ARTICLES OF INCORPORATION

of

SAINT PAUL FIRE HONOR GUARD, PIPES AND DRUMS

THE UNDERSIGNED, desiring to form a nonprofit corporation under the Minnesota Nonprofit Corporation Act, Chapter 317A of Minnesota Statues, and laws amendatory thereof and supplemental thereto (the “Act”), does hereby make, subscribe, acknowledge, and adopt the following Articles of Incorporation:

ARTICLE I

NAME

The name of this corporation shall be “Saint Paul Fire Honor Guard, Pipes and Drums” (the “Corporation”), which shall be organized as a Minnesota nonprofit corporation under the Act.

ARTICLE II

PURPOSES OF THIS CORPORATION

The Corporation is organized exclusively to honor firefighters for charitable, scientific, literary, and educational purposes that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code of 1986 (the “Code”). All references in these Articles of Incorporation to a particular section of the Code, as now enacted or as hereafter amended, shall mean and include such section, the corresponding section of any future federal tax code, and any provision of federal law that is or may hereafter be applicable, cognate to such section.

ARTICLE III

POWERS OF THIS CORPORATION

The Corporation shall have and may exercise all powers that are afforded to a nonprofit corporation under the Act, subject to the provisions of these Articles of Incorporation and the Bylaws of the Corporation, as each may from time to time be amended or supplemented.

ARTICLE IV

PROHIBITED ACTIVITIES

The net earnings of the Corporation shall not inure to the benefit of, or be distributable to its directors, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II hereof. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation. The Corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision hereof to the contrary, the Corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Code or by a corporation, contributions to which are deductible under section 170(c)(2) of the Code.

ARTICLE V

BOARD OF DIRECTORS

The management and direction of the business and affairs of the Corporation shall be vested in a Board of Directors. The number, qualifications, terms of office, method of selection or election, powers, authority, and duties of the directors of the Corporation, the time and place of their meetings, and such other provisions with respect to them as are not inconsistent with the express provisions of these Articles of Incorporation shall be as specified in or prescribed pursuant to the Bylaws of the Corporation. The members of the first Board of Directors, who shall serve until their successors are elected and duly qualified according to the Bylaws of the Corporation, are:

Robert Kippels Saint Paul, MN

Ben Schenck 1123 Silverwood Road, Woodbury, MN 55125

Keith Golden Saint Paul, MN

ARTICLE VI

WRITTEN ACTION BY DIRECTORS

Notwithstanding anything contained in the Bylaws or implied thereby to the contrary, the Board of Directors shall have the right to take any action in the absence of a meeting which it could take at a meeting when authorized in writing signed, or consented to by authenticated electronic communication, by number of directors of the Board of Directors of the Corporation that would be required to take the same action at a meeting of the Board of Directors of the Corporation at which all of the directors were present.

ARTICLE VII

MANAGEMENT OF THE CORPORATION

All matters relating to the affairs, operation, management and conduct of the Corporation not specified herein shall be as prescribed in the Bylaws of the Corporation or as prescribed by the laws of the State of Minnesota in force and in effect from time to time.

ARTICLE VIII

NO PERSONAL LIABILITY

Neither the directors, officers, committee, employees or agents of the Corporation shall be personally liable for the payment of any debts or obligations of the Corporation of any nature whatsoever, nor shall any of the property of any of the directors, officers, committee members, employees or agents be subject to the payment of the debts or obligations of the Corporation to any extent whatsoever.

ARTICLE IX

INDEMNIFICATION

At the discretion of the Board of Directors, the Corporation is authorized to indemnify all directors and officers of the Corporation to the fullest extent permitted under the Act and to purchase insurance therefor.

ARTICLE X

NO CAPITAL STOCK

The Corporation shall have no capital stock either authorized or issued.

ARTICLE XI

AMENDMENT

These Articles and the Bylaws of the Corporation may be amended to include any provision permitted by law, or may be restated in their entireties, at the times and in the manner provided in the Bylaws of the Corporation.

ARTICLE XII

DISSOLUTION

The Corporation may be dissolved in accordance with the laws of the State of Minnesota. In the event of dissolution of the Corporation, all of its then assets shall be returned, transferred, or conveyed in accordance with the terms and provisions, condition, or limitation to Saint Paul Fire IAFF Local 21.

ARTICLE XIII

REGISTERED OFFICE

The location of the registered office of the Corporation in the State of Minnesota shall be1000 West 7th Street, Saint Paul, Minnesota 55102 or such other location within the State of Minnesota as the Board of Directors of the Corporation shall designate.

ARTICLE XIV

INCORPORATOR

The name and address of the incorporator, who is a natural person of full age, of the Corporation is Benjamin J. Schenck 1123 Silverwood Road, Woodbury, MN 55125

IN WITNESS WHEREOF, the undersigned has hereunto subscribed his name on this ______1st_____ day of December, 2014.

___________________________________

Benjamin J. Schenck


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