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UMC-3 11/03

New Jersey Division of Revenue

Certificate of Merger/Consolidation

(Non-Profit Corporations)

This form may be used to record the merger or consolidation of a corporation with or into another business entity or entities.

pursuant to NISA l5A. Applicants must insure strict compliance with the requirements of State law and insure that all filing

requirements are met, This form is intended to simplify filing With the State Treasurer. Appliamts are advised to seek out private

legal advice before submitting filings  to the Treasurer's office.

I. Type of Filing (check one):  ___Merger   _X_Consolidtion

2. Name of Surviving Corporation: The Descendants of World War II Rangers, Inc.

3. Name(s)/Jurisdiction(s) of All Participating Corporations:

Name                                                                                                              Jurisdiction                              Identification # assigned by Treasurer (if applicable)      

Ranger Battalion Associations of Wor1d War II, Inc.          OHIO

 Sons & Daughters of World War II Rangers, Inc.                 NEW JERSEY                    0100-9219-91  

Date Consolidntion Approved:

10/22111

5. Voting: (all corporntions involved; attach additional sheets if necessary)

Corp. Name  Ranger Batallions Association WWII (check: one)  X HAS   __DOES NOT Have Members Eligible Vote.

If the corporation has  any class of members entitled to vote as a class, specify the class and  and the number of votes for each class:

Members Voting:  For 26 Members Voting Against 1  Total number of Trustees at the meeting 6 ; OR

If the merger/consolidation was adopted by the unanimous written consent of the members without a meeting (check).__

If there are no voting members:

Trustees Voting For  ___  Trustees Voting Against ___ Total number Of Trustees at the meeting ; OR

Plan of merger/consolidation was adopted by the unanimous written consent of the Trustees without a meeting (check) __

Corp. Name Sons & Daughters of WWII Rangers (check one) _X Has   ___Does not Have Memben Eligible to Vote.

If the corporation has any class of members entitled to vote as  a class and the number of' votes for each class:

Memben Voting For 50 Members Voting Against 0 Total number of Trustees at the meeting * : OR

Plan of merger/consolidation was adopted by the unanimous written consent of the Trustees without a meeting (check) __

*Vote was by mail as authorized by the By-Laws.

Trustees Voting For __ Trustees Voting Against __ Total number of Trustees at the meeting __ : OR

Plan of merger/consolidation was adopted by the unanimous written consent of the Trustees without a meeting (check) __

6. Service of Process Address (For use if the surviving business entity is not authorized or registered by the State Treasurer):

The surviving business entity agrees it may be served with process in this State in any action, suit or proceeding for the

enforcement of any obligation of a merging or consolidating domestic or foreign business entity. The Treasurer is hereby

appointed as agent to accept service of process in any such action, suit , or proceeding which shall be forwarded to the surviving

business entity at the Service of Proccss address stated above.

7. Effective Date (see Inst.):

Narne                              Title                                           Date

.Jerry Styles          President Trustee         11/26/11

··Remember to attach the plan of merger or consolidation.

NJ Division or Revenue, PO Box 308, Trenton NJ QS646

 

 

CONSTITUTION

AND

BY-LAWS

OF THE

DESCENDANTS OF

WORLD WAR TWO RANGERS

 

 

 

PREAMBLE AND PURPOSE

 

            The name of this organization shall be The Descendants of World War II Rangers, hereinafter referred to as “Rangers,” a New Jersey non-profit corporation organized in 2011.  We associate ourselves together for the following purposes:

           

1.         To perpetuate the history of the men who served with the United States Army Rangers during World War II;

2.         To maintain and upkeep all memorials created in their honor;

3.         To arrange for reunions at the pleasure of its membership;

4.         To memorialize and perpetuate the memory of all Battalion Rangers;

5.         To educate and inform those seeking information and history of the Rangers.

 

            This organization is the consolidation of two organizations, “The Ranger Battalions Association of World War II” and “The Sons and Daughters of World War II Rangers.”  In order to continue the purposes set forth above, both organizations have voted to terminate their respective corporate existences and create this organization.

 

ARTICLE I - MEMBERSHIP

 

            Membership of this organization shall consist of Voting Members and Non Voting Members.

 

Voting Members

 

            1.         Voting Members shall consist of the Men who were members in good standing of the United States Army Ranger Battalions organized and activated during World War II, and spouses of World War II Army Rangers, siblings of World War II Rangers, sons, daughters, grandchildren, nieces, nephews, and other descendants of a World War II Ranger.  Descendants shall include descendants related by blood and/or through legal adoption to a World War II Ranger.  Voting members shall have the ability to vote.

 

Proxy Voting

 

            2.         The members who are entitled to vote in paragraph 1, above, shall be able to vote via proxy.

 

Non Voting Members

 

            3.         Non Voting members shall comprise the General Membership of this organization.  General membership shall consist of those persons accepted by the organization who make contributions to the organization and who are devoted to furthering the purposes of the organization.  General members may chair and serve on any committee, and participate in any meeting and events, but they shall not hold elective offices, board positions, nor vote on any business.

 

Dues

 

            4.         Dues for all members are $25.00, due and payable annually.  The Board of Directors shall have the authority to change the dues amount.

 

ARTICLE II – MEETINGS

 

            The date, time and location of all meetings will be posted on the organization’s website.  The General Meeting shall be held in conjunction with the National Reunion, following the Board of Directors’ Meeting.  The exact time will be posted on the bulletin board at Registration and/or in the Hospitality Room.

 

            The order of business shall be as follows:

 

            Call to order by the President.

            Reading of the minutes of the preceding meeting by the Secretary.

            Report of officers.

            Committee Reports.

            Unfinished business.

            New business according to the Agenda.

            Invocation.

            Adjournment.

 

ARTICLE III – BOARD OF DIRECTORS/OFFICERS

 

            Five (5) Board of Directors shall be elected by the voting members in good standing of the organization at a National Reunion.  The five (5) newly elected Board of Directors shall then immediately elect from amongst themselves a President, Vice President, Secretary, Treasurer and one member at large.  The Board of Directors’ term of office shall be two years.  The officers shall constitute the Board of Directors and serve for two years.

 

            To be eligible to be nominated, elected and serve on the Board of Directors, the person must have been a member in good standing of the aforementioned Ranger Battalion Association of WWII or the Sons & Daughters of WWII Rangers, and now be in good standing and have demonstrated a dedication to the organization for a minimum of at least two (2) years.

 

ARTICLE IV – GOVERNANCE BY THE BOARD OF DIRECTORS

 

            1.         The Board of Directors shall conduct the day-to-day business of the organization, and are expressly permitted to conduct business by regular mail, e-mail, telephone, in-person, or any social medium that the Board desires to utilize.  All members of the Board are to be provided notice of any such meetings so conducted.

 

            2.         The powers and duties of the Board of Directors are:

 

                        A.        To conduct, manage and control the affairs and business of the organization and to make such rules and regulations therefore;

 

                        B.        To appoint committees, committee chairpersons and to solicit membership on committees, whether standing and/or committees for a particular or limited purpose, and to receive from any and all such committees reports, recommendations and/or findings for further action to be taken by the Board of Directors.

 

                        C.        To borrow money and to incur indebtedness for the purposes for which the organization is formed, with or without security.  The Board may not incur any indebtedness or borrow money in excess of Two Thousand Dollars ($2,000.00) without first obtaining the approval, by vote or by written consent, of a simple majority (51%) of the Voting Members of the organization then in good standing.

 

                        D.        Generally to do and to perform every act and/or thing whatsoever permitted by law and by these By-laws that may be for the best interests of the organization

 

ARTICLE V – DUTIES OF THE OFFICERS

 

            A.        Duties of the President

 

                        1.         It shall be the duty of the President to preside at all meetings of the Board of Directors and of the members and to call such meetings as herein provided to be called by him/her; to see that the By-laws and such rules and regulations as may be adopted by the Board of Directors are faithfully enforced; to supervise generally all of the affairs of the organization and at the annual meeting to make a report of the accounts, accomplishments and general business of the organization during the previous year.

 

                        2.         He/She shall nominate all standing committees that may be deemed necessary, and shall be an ex-officio member, with voice but without vote, on all committees.  Such nominations shall be presented to the Board of Directors by him/her for confirmation or rejection.

 

                        3.         He/She shall sign jointly with the Secretary all contracts, bonds and other instruments in writing which may have been first approved by the Board of Directors.

 

                        4.         The President shall, on occasion and with the approval of the Board of Directors, make such statements to the public as are necessary to express the views on vital matters before the Nation, and he/she should make such appearances and statements that will enhance the image of the World War II Rangers and keep their prestige and influence high.  He/She shall not engage in any political controversy nor commit the Rangers’ name to any cause not consistent with the ideals of the World War II Army Rangers, their traditions, and the purposes for which this organization exists.

 

            B.        Duties of the Vice President

 

                        1.  In the absence or inability of the President, the Vice President-Operations shall preside at all meetings of the Board of Directors and of the members of the organization and shall perform the duties of the President.

                       

                        2.         He/She shall give advice, input and counsel to the President on all matters pertaining to the administration of the organization.

 

                        3.         If the President and the Vice-President-Operations are both absent for any such meetings, the Secretary, or in his/her absence any other officer of the organization shall call the meeting to order and preside at such meeting.

 

            C.        Duties of the Secretary

 

                        1.         The Secretary shall keep a record and/or minutes of all of the meetings, proceedings, motions and actions of the Board of Directors.

 

                        2.         He/She shall have general charge of the corporate books and records of the organization and shall be responsible for ensuring that his/her successor is provided with originals and/or accurate copies of the books and records of the organization including any corporate filings related to same.

 

                        3.         He/She shall issue notices of meetings to the members of the Board of Directors and related committees, advising said members of any and all upcoming meetings.

 

                        4.         He/She shall assist the President in preparing and circulating agenda items for meetings, whether general or special, of the Board of Directors.

 

                        5.         He/She shall give advice, input and counsel to the President on all matters pertaining to the administration of the organization.

 

                        6.         He/She shall conduct all official correspondence of the Rangers and perform such other duties as directed by the Board of Directors.  The Secretary shall, with the approval of the President, from time to time issue such instructions and information to the membership as are necessary and/or desirable, by any media selected and/or agreed upon by the Board of Directors.

 

                        7.         In the absence/inability of the secretary, any member appointed by the Board of Directors shall perform all of the duties of the Secretary.

 

                        8.         The Secretary shall give notice of all meetings of the organization via regular United States mail, via telephone, via electronic and/or computerized e-mail transmissions and/or via other communication media selected by and agreed upon between the members of the Board of Directors for such purposes.  Rangers and Ranger Widows shall receive notice of any communication via regular mail, unless otherwise advised.

 

            D.        Duties of the Treasurer

 

                        1.         The Treasurer shall have general charge of the financial records and accounts of the organization without specific responsibility for an auditing and accounting done or to be done by the organization, auditor, by or under an auditing firm regularly appointed by the Board of Directors.

 

                        2.         The Treasurer shall cause the dues and funds of the organization collected and to be deposited in such bank or banks as the Board of Directors may, from time to time, direct; provided; however, that such funds of the organization shall be withdrawn from any depository only on the checks signed the Treasurer  and approved by the President via email or fax, in the case of special deposit accounts of limited amounts, withdrawn as the Board of Directors by resolution may from time to time direct; and provided further, that pursuant to these conditions, the Treasurer shall pay out or cause to be paid out money as the organization may require, causing proper vouchers and/or receipts to be taken therefore subject however to the power of the Board of Directors to delegate any of the duties of the Treasurer to any other officer or member or to direct that person or persons shall sign on behalf of the organization any order, voucher or written instrument.

 

                        3.         He/She shall render or cause to be rendered such accounts and statements as may be required from time to time by the Board of Directors, including the annual statement prior to the annual meeting of the organization.

 

                        4.         He/She shall give advice, input and counsel to the President on all matters pertaining to the administration of the organization.

 

            E.         Member-At-Large

 

                        The duties of the member-at-large of the Board of Directors shall be determined by the members of the board.

           

            F.         Vacancies

 

                        If a vacancy shall occur in the office of President, Vice President, Secretary, Treasurer, or member-at-large during the regular term of such office, the remaining members of the Board of Directors shall elect from among themselves one member to fill such vacancy.  Any and all officers elected to fill a vacancy pursuant to this provision shall hold said office until the next regularly scheduled election.

 

ARTICLE VI – COMPENSATION

 

            No member shall receive any salary or compensation.  Members may be reimbursed for costs incurred in furtherance of the organization.  The President and the Secretary must both approve reimbursement for costs.

 

ARTICLE VII – COMMITTEES

 

            Committees of the organization shall be established, as needed to further the organization’s purpose, by the Board of Directors.

 

VIII – NON-LIABILIYTY OF MEMBERS

 

            No member of this organization shall be personally liable to the creditors of this organization for indebtedness or liability outstanding or hereafter incurred and any and all creditors shall look only to the assets of the organization for payment.  Title and ownership of all of the property of the organization shall vest in the organization and no member shall have any interest in the property of the organization.

 

ARTICLE IX – INTERPRETATION, AMENDMENTS,

ROBERT’S RULES OF ORDER

 

            1.         On all questions arising as to the construction of the By-laws, the decision of the Board of Directors shall be final, unless overruled by the voting Members of the organization at a general meeting, or at a special meeting convened for that purpose.

 

            2.         These By-laws may be amended by a two-thirds (2/3) affirmative vote of the Board of Directors and any such amendment shall be valid and binding upon the Board of Directors and Members until the next general meeting or a special meeting of the organization.  It shall be the duty of the Board of Directors to present for ratification or approval by two-thirds (2/3) affirmative vote of the Voting Members any amendments to these By-laws which are proposed or which have been previously adopted by the Board of Directors pursuant to this Article.

 

            3.         Robert’s Rules of Order:  Insofar as they are not inconsistent with these By-laws, Robert’s Rules of Order shall govern the conduct of all meetings of this organization.