Charlie Taylor

Commander

Alan Jenson

Vice Commander

Max Lantz

Treasurer

Quartermaster

Harvey H. Klee

Secretary/Chaplain

Purpose:

Our primary purpose is to give to all military veterans their last salute and farewell to arms. It is an honor and privilege to provide this service to our fellow veterans and their families. We hope that by visiting this site that you will come to know that we have the utmost respect for all military veterans of the United States Armed Forces.

We feel that it shows in how we perform our duties in giving our respect to these veterans who have earned so much more than that. We salute them always along with our flag and our great country. If you have any questions, comments, or are in need of our services, please feel free to contact us and we will respond as soon as possible.

The Highland Lakes Honor Guard is the only civilian Honor Guard in Burnet and Llano County that is Certified as Authorized Providers by the Department of Defense available to officially render military funeral honors on behalf of the United States government.

Our web site will give you some idea of who we are and what we do. We sincerely invite you to enjoy your visit here and to return often.

The Highland Lakes Honor Guard never charges for its services and never will. However, honorariums to cover expenses are gratefully accepted but again, not required.

Thank you for visiting. May God bless you, our country, and all our military men and women past, present and future.

History :

The Highland Lakes Honor Guard started as a vision by Charlie Taylor, a veteran of the United States Navy, who had gained considerable experience with an honor guard unit in Pennsylvania before retiring to the hill and lake country of Texas. Noticing that few honor guard services were being provided by local veteran organizations, he proceeded to locate other veterans who would be dedicated and interested in providing honor guard services to the veteran community and their families. Since then, the group has been well on its way towards serving the veterans and their families in the greater Highland Lakes area.

The Highland Lakes Honor Guard serves all branches of the military be it Army, Navy, Air Force, Marines or Coast Guard. POWs are honored as well. The importance of forming a local honor guard has become critical. Our country’s involvement in various military operations around the world, most recently in Iraq and Afghanistan, has greatly reduced the availability of active service personnel to perform military honors. Currently, military honor guards must travel from Killeen or Austin to attend funerals. Frequently, this is on short notice and is a full time job.

Fortunately, a provision in The National Defense Authorization Act responds to the shortage of military personnel to staff such honor guards and increases the likelihood that an honor guard will be available to the families of veterans who served their country.

The measure requires the military services to provide the honor guard details. But it allows the Secretary of defense to suspend the requirement in cases of military necessity. It authorizes the Department of Defense to provide material and equipment to ?non-governmental? organizations e.g. veterans groups such as the Highland Lakes Honor Guard, for support of honor guard activities.

Organization :

The Officers and Directors of the Highland Lakes Honor Guard:

    • Commander: Charlie Taylor
    • Vice Commander:┬áDennie Cypert
    • Treasurer/Quartermaster: Max Lantz
    • Secretary/Chaplain: Harvey H. Klee
    • Assistant Chaplain: Nick Tabler
    • Directors:
      • Charlie Taylor
      • Max Lantz
      • Harvey H. Klee
      • Nick Tabler

Tax-Exempt Status:

The Highland Lakes Honor Guard is exempt from federal income tax under section 501 (c)(19) of the Internal Revenue Code. The IRS Letter of Tax-Exempt Determination is on file at the Highland Lakes Honor Guard corporate offices located at 374 CR 216 AA, Bluffton, Texas 78607. Deductions made to the Highland Lakes Honor Guard are deductible as a charitable deduction on federal income tax returns.

Articles of Incorporation

The Highland Lakes Honor Guard is a Texas non-profit corporation, incorporated March 6, 2007.

By Laws

The following Bylaws of the Highland Lakes Honor Guard were adopted by the Board of Directors on March 3, 2007 and amended November 1, 2008.

These Bylaws (referred to as the “Bylaws”) govern the affairs of the Highland Lakes Honor Guard, a nonprofit corporation (referred to as “Highland Lakes Honor Guard”) organized under the Texas Non-Profit Corporation Act (referred to as the “Act”).

ARTICLE 1 – PURPOSE
The Highland Lakes Honor Guard is organized and operated primarily for the following purposes:
1.01 Honoring the memory of deceased veterans and members of the United States Armed Forces by the rendering of full military honors at no cost to their family;
1.02 Aiding and comforting the survivors of deceased members of the Armed Forces;
1.03 Encouraging patriotism;
1.04 Furthering comradeship among persons who are or have been members of the Armed Forces;
1.05 Aiding hospitalized, disabled and needy war veterans and their dependents.
1.06 Secondary purposes of the Highland Lakes Honor Guard include sponsoring or participating in patriotic programs and activities; and to engage in any other lawfully recognized non-profit activity under section 501(c)(19) and 170(c)(3) of the Internal Revenue Code as a war veterans organization.

ARTICLE 2 OFFICES
Location of Principal Office

2.01. The principal office of the Highland Lakes Honor Guard in the State of Texas shall be located at 374 CR 216 AA Bluffton, Texas 78607. The Highland Lakes Honor Guard may have such other offices in Texas as the Board of Directors may determine. The Board of Directors may change the location of any office of the Highland Lakes Honor Guard.

Registered Agent

2.02. The Highland Lakes Honor Guard shall comply with the requirements of the Act and maintain a registered office and registered agent in Texas. The registered office may, but need not, be identical with the Highland Lakes Honor Guard’s principal office in Texas. The Board of Directors may change the registered office and the registered agent as provided in the Act.

ARTICLE 3 MEMBERS
Classes of Membership

3.01. The Highland Lakes Honor Guard shall have two classes of members as herein described immediately below.
3.02. At least 90 percent of the membership shall be comprised of war veterans who have served in the United States Armed Forces during time of war as set forth in 38 U.S.C. ? 101 and may include members of expeditionary forces who actually served in combat situations in foreign countries between the periods of war defined in this section.
3.03. All other members, if any, must be either veterans, but not war veterans, cadets, spouses, widows, or widowers of war veterans, veterans or cadets.
3.04 All veteran members must be honorably discharged from the United States Armed Forces. Ceremonial rifles will only be used by veteran members of the organization.

Admission to and Removal from Membership

3.05. An affirmative vote of the majority of the Directors present and voting shall be required for admission or removal of any applicant or member.

Uniform

3.06. All members are required to provide and maintain their own uniform in accordance with the regulations as may from time to time be prescribed by the Board of Directors.

Resignation and Reinstatement

3.07. Any member may resign from the Highland Lakes Honor Guard by submitting a written resignation to the secretary. The resignation need not be accepted by the Highland Lakes Honor Guard to be effective.
3.08. A former member may submit a written request for reinstatement of membership. The Board of Directors may reinstate membership on any reasonable terms that the Board of Directors deems appropriate.

Non-Transferability of Membership

3.09. Membership in the Highland Lakes Honor Guard is not transferable or assignable. Membership terminates on the dissolution of the Highland Lakes Honor Guard or the death of the member. Membership in the Highland Lakes Honor Guard is not a property right that may be transferred after a member’s death.

Waiver of Interest in Property

3.10. All real and personal property, including all improvements located on the property acquired by the Highland Lakes Honor Guard shall be owned by the Highland Lakes Honor Guard. A member shall have no interest in specific property of the Highland Lakes Honor Guard. Each member hereby expressly waives the right to require partition of all or part of the Highland Lakes Honor Guard property.

ARTICLE 4 MEETINGS OF MEMBERS
Annual, Special and Regular Meetings

4.01. Beginning in the year 2008, the Board of Directors shall hold an annual meeting of the members at such time and place as the Board of Directors may designate. At the annual meeting, the members shall elect directors and transact any other business that may come before the meeting. If, in any year, the election of directors is not held on the day designated for the annual meeting, or at any adjournment of the annual meeting, the Board of Directors shall call a special meeting of the members as soon thereafter as possible to conduct the election of directors.
4.02. Special meetings of the members may be called by the president, the Board of Directors; or ten (10) percent of the voting members but not less than 10 voting members, whichever is greater.
4.03. The Board of Directors may designate any place within the County of Llano or Burnet, Texas, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If the Board of Directors does not designate the place of meeting, the meeting shall be held at the registered office of the Highland Lakes Honor Guard in Texas.
4.04 The Highland Lakes Honor Guard shall meet within the Counties of Llano or Burnet, Texas, the specific location and time shall be designated by the Board of Directors, for the purpose of conducting business that may come before the meeting and for drill. Regular meetings shall be published on the Highland Lakes Honor Guard?s web site.

Notice of Meetings

4.05. Notice of annual and special meetings of members shall be delivered by posting on the Highland Lakes Honor Guard web site or by facsimile transmission such as electronic mail (e-mail) to each member entitled to vote at the meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. Notice may be also be given by publication in any newspaper of general circulation in Llano County. The notice shall state the place, day, and time of the meeting, who called the meeting, and the general purpose or purposes for which the meeting is called. Notice shall be given by or at the direction of the president or secretary of the Highland Lakes Honor Guard, or the officers or persons calling the meeting. If a quorum of the members meet and consent to the holding of a meeting, any corporate action may be taken at the meeting regardless of a lack of proper notice.

Voting Rights

4.06. Only members in good standing are entitled to vote. The record date for determining the members entitled to vote at a meeting shall be fixed as of the date of the announcement of meeting. Each member shall be entitled to one vote on each matter submitted to a vote of the members.
4.07. A member entitled to vote may not vote by proxy or by mail on the election of directors or on any other matter that may be voted on by the members.

Quorum

4.08. At least three (3) officers of the Highland Lakes Honor Guard attending the meeting in person shall constitute a quorum at that meeting. The members present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough members leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of members required to constitute a quorum. If a quorum is present at no time during a meeting, a majority of the members present may adjourn and reconvene the meeting one time without further notice.
4.09. The membership shall try to act by consensus. However, the vote of a majority of voting members in good standing, present and entitled vote at a meeting at which a quorum is present, shall be sufficient to constitute the act of the membership unless the vote of a greater number is required by law or these bylaws. A member in good standing is one who has approved for membership in the Highland Lakes Honor Guard and has not resigned or been not been removed from the membership rolls. Voting shall be by ballot or voice, except that any election of directors shall be by ballot if demanded by any voting member at the meeting before the voting begins.

ARTICLE 5 BOARD OF DIRECTORS

5.01. The affairs of the Highland Lakes Honor Guard shall be managed by the Board of Directors.

Number, Qualifications, and Tenure of Directors

5.02. The number of Directors shall be a number determined by the Board of Directors that is not less than three and not greater than five. Directors need be residents of Texas and members in good standing of the Highland Lakes Honor Guard. Each director shall serve for a term of two years.

Nomination of Directors

5.03. At any meeting at which the election of a director occurs, a voting member in good standing or director may nominate a person with the second of any other voting member in good standing or director.

Election of Directors

5.04. A person who meets any qualification requirements to be a director and who has been duly nominated may be elected as a director. Directors shall be elected by the vote of the membership of the Highland Lakes Honor Guard. Directors shall be elected at the annual meeting of the members. Each director shall hold office until a successor is elected and qualified. A director may be elected to succeed himself or herself as director.

Vacancies

5.05. Any vacancy occurring on the Board of Directors, and any director position to be filled due to an increase in the number of directors, shall be filled by the Board of Directors. A vacancy is filled by the affirmative vote of a majority of the remaining directors, even if it is less than a quorum of the Board of Directors, or if it is a sole remaining director. A director elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office.

Annual Meeting

5.06. The annual meeting of the Board of Directors may be held without notice and shall be held immediately after, and at the same place as, the annual meeting of members.

Regular Meeting

5.07. The Board of Directors may provide for regular meetings by resolution stating the time and place of such meetings. No notice of regular meetings of the Board is required other than a resolution of the Board of Directors stating the time and place of the meetings.

Special Meetings

5.08. Special meetings of the Board of Directors may be called by or at the request of the president or any two directors. A person or persons authorized to call special meetings of the Board of Directors may fix any place within the Counties or Burnet, Texas, as the place for holding a special meeting. The person or persons calling a special meeting shall notify the secretary of the information required to be included in the notice of the meeting. The secretary shall give notice to the directors as required in the Bylaws.

Notice

5.09. Written, printed or facsimile transmission notice of any special meeting of the Board of Directors shall be delivered to each director not less than seven nor more than 30 calendar days before the date of the meeting. The notice shall state the place, day, and time of the meeting, who called the meeting, and the purpose or purposes for which the meeting is called.

Quorum

5.10. A simple majority of the duly elected directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. The directors present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough directors leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of directors required to constitute a quorum. If a quorum is present at no time during a meeting, a majority of the directors present may adjourn and reconvene the meeting one time without further notice.

Duties of Directors

5.11. Directors shall discharge their duties, including any duties as committee members, in good faith, with ordinary care, and in a manner they reasonably believe to be in the best interest of the Highland Lakes Honor Guard. Ordinary care is care that ordinarily prudent persons in similar positions would exercise under similar circumstances. In the discharge of any duty imposed or power conferred on directors, they may in good faith rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning the Highland Lakes Honor Guard or another person that were prepared or presented by a variety of persons, including officers and employees of the Highland Lakes Honor Guard, professional advisors or experts such as accountants or legal counsel. A director is not relying in good faith if the director has knowledge concerning a matter in question that renders reliance unwarranted.
Directors are not deemed to have the duties of trustees of a trust with respect to the Highland Lakes Honor Guard or with respect to any property held or administered by the Highland Lakes Honor Guard, including property that may be subject to restrictions imposed by the donor or transferor of the property.

Duty to Avoid Improper Distributions

5.12. Directors who vote for or assent to improper distributions are jointly and severally liable to the Highland Lakes Honor Guard for the value of improperly distributed assets, to the extent that debts, obligations, and liabilities of the Highland Lakes Honor Guard are not thereafter paid and discharged. Any distribution made when the Highland Lakes Honor Guard is insolvent, other than in payment of corporate debts, or any distribution that would render the Highland Lakes Honor Guard insolvent is an improper distribution. A distribution made during liquidation without payment and discharge of or provision for all known debts, obligations, and liabilities is also improper. Directors present at a board meeting at which the improper action is taken are presumed to have assented, unless they dissent in writing. The written dissent must be filed with the secretary before adjournment or mailed to the secretary by registered mail immediately after adjournment.
5.13. A director is not liable if, in voting for or assenting to a distribution, the director (1) relies in good faith and with ordinary care on information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by one or more officers or employees of the Highland Lakes Honor Guard; legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person’s professional or expert competence; or a committee of the Board of Directors of which the director is not a member; (2) while acting in good faith and with ordinary care, considers the assets of the Highland Lakes Honor Guard to be at least that of their book value; or (3) in determining whether the Highland Lakes Honor Guard made adequate provision for payment, satisfaction, or discharge of all of its liabilities and obligations, relied in good faith and with ordinary care on financial statements or other information concerning a person who was or became contractually obligated to satisfy or discharge some or all of these liabilities or obligations. Furthermore, directors are protected from liability if, in the exercise of ordinary care, they acted in good faith and in reliance on the written opinion of an attorney for the Highland Lakes Honor Guard.
Directors who are held liable for an improper distribution are entitled to contribution from persons who accepted or received the improper distributions knowing they were improper. Contribution is in proportion to the amount received by each such person.
5.14 No funds shall be paid out, donated, loaned or otherwise expended by the Highland Lakes Honor Guard except those necessary to render full military honors as Authorized Providers certified by the Department of Defense or to meet the operational or other needs of the organization.

Interested Directors

5.15. Contracts or transactions between directors, officers, or members who have a financial interest in the matter are not void or voidable solely for that reason. Nor are they void or voidable solely because the director, officer, or member is present at or participates in the meeting that authorizes the contract or transaction, or solely because the interested party’s votes are counted for the purpose. However, the material facts must be disclosed to or known by the board or other group authorizing the transaction, and adequate approval from disinterested parties must be obtained.

Actions of Board of Directors

5.16. The Board of Directors shall try to act by consensus. However, the vote of a majority of directors present and voting at a meeting at which a quorum is present shall be sufficient to constitute the act of the Board of Directors unless the act of a greater number is required by law or the bylaws. A director who is present at a meeting and abstains from a vote is considered to be present and voting for the purpose of determining the decision of the Board of Directors.

Proxies

5.17. A director may not vote by proxy

Compensation

5.18. Directors shall not receive salaries for their services or payment for attendance at each meeting of the Board of Directors. A director may serve the Highland Lakes Honor Guard in any other capacity and receive compensation for those services. Any compensation that the Highland Lakes Honor Guard pays to a director shall be commensurate with the services performed and reasonable in amount.

Removal of Directors

5.19. The Board of Directors or members may vote to remove a director at any time, only for good cause. Good cause for removal of a director shall include, but not be limited to, the default of an obligation to the Highland Lakes Honor Guard constituting a material and serious violation of the Highland Lakes Honor Guard?s articles of incorporation, bylaws, rules, or of law, the unexcused failure to attend three consecutive meetings of the Board of Directors or engaging in conduct detrimental to the best interests of the Highland Lakes Honor Guard. A meeting to consider the removal of a director may be called and noticed following the procedures provided in the bylaws. The notice of the meeting shall state that the issue of possible removal of the director will be on the agenda. The director shall have the right to present evidence at the meeting as to why he or she should not be removed. At the meeting, the Highland Lakes Honor Guard shall consider possible arrangements for resolving the problems that are in the mutual interest of the Highland Lakes Honor Guard and the director. A director may be removed by the affirmative vote of a simple majority of the Board of Directors or members.

ARTICLE 6 OFFICERS
Officer Positions

6.01. The officers of the Highland Lakes Honor Guard shall be a Commander who shall serve as president, a Vice Commander who shall serve as a vice president, a secretary and a treasurer. The Board of Directors may create additional officer positions, define the authority and duties of each such position, and elect or appoint persons to fill the positions. Any two or more offices may be held by the same person, except the offices of Commander (president) and secretary.

Election and Term of Office

6.02. The officers of the Highland Lakes Honor Guard shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors. If the election of officers is not held at this meeting, the election shall be held as soon thereafter as conveniently possible. Each officer shall hold office until a successor is duly selected and qualified. An officer may be elected to succeed himself or herself in the same office.

Removal

6.03. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors only with good cause. The removal of an officer shall be without prejudice to the contract rights, if any, of the officer.

Vacancies

6.04. A vacancy in any office may be filled by the Board of Directors for the unexpired portion of the officer’s term.

Commander

6.05. The Commander shall be the chief executive officer of the Highland Lakes Honor Guard. The Commander shall supervise and control all of the business and affairs of the Highland Lakes Honor Guard. The Commander shall preside at all meetings of the members and of the Board of Directors. The Commander may execute any contract or other instrument that the Board of Directors has authorized to be executed. However, the Commander may not execute instruments on behalf of the Highland Lakes Honor Guard if this power is expressly delegated to another officer or agent of the Highland Lakes Honor Guard by the Board of Directors, the bylaws, or statute. The Commander shall perform other duties prescribed by the Board of Directors and all duties incident to the office of Commander.

Vice Commander

6.06. When the Commander is absent, is unable to act, or refuses to act, a Vice Commander shall perform the duties of the Commander. When a Vice Commander acts in place of the Commander, the Vice Commander shall have all the powers of and be subject to all the restrictions upon the Commander. A Vice Commander shall perform other duties as assigned by the Commander or Board of Directors.

Treasurer

6.07. The Treasurer shall:
(a) Have charge and custody of and be responsible for all funds and securities of the Highland Lakes Honor Guard.
(b) Receive and give receipts for moneys due and payable to the Highland Lakes Honor Guard from any source.
(c) Deposit all moneys in the name of the Highland Lakes Honor Guard in banks, trust companies, or other depositaries as provided in the bylaws or as directed by the Board of Directors or Commander.
(d) Write checks and disburse funds to discharge obligations of the Highland Lakes Honor Guard. Funds may not be drawn from the Highland Lakes Honor Guard or its accounts for amounts greater than $50 without the signature of the Commander, Vice Commander or Secretary in addition to the signature of the Treasurer.
(e) Maintain the financial books and records of the Highland Lakes Honor Guard.
(f) Prepare financial reports at least annually.
(g) Perform other duties as assigned by the Commander or by the Board of Directors.
(h) If required by the Board of Directors, give a bond for the faithful discharge of his or her duties in a sum and with a surety as determined by the Board of Directors.
(i) Perform the entire duties incident to the office of Treasurer.

Secretary

6.08. The Secretary shall:
(a) Give all notices as provided in the bylaws or as required by law.
(b) Take minutes of the meetings of the members and of the Board of Directors and keep the minutes as part of the corporate records.
(c) Maintain custody of the corporate records and of the seal of the Highland Lakes Honor Guard.
(d) Affix the seal of the Highland Lakes Honor Guard to all documents as authorized.
(e) Keep a register of the mailing address of each member, director, officer, and employee of the Highland Lakes Honor Guard.
(f) Perform duties as assigned by the Commander or by the Board of Directors.
(g) Perform all duties incident to the office of secretary.

Chaplain

6.09. The Chaplain shall:
(a) Preferably a clergyman or one capable of moral and intellectual leadership who gives dignity and respect to the office.
(b) Provide the usual and customary services of a Chaplain with respect to the conduct of meetings, observance of patriotic occasions, funeral and memorial services and dedication ceremonies.
(c) Officiate at funeral or grave site services when requested to do so by the veteran?s immediate family.
(d) Maintain a non-sectarian stance with respect to the general recitation of prayers and related matters so as not to offend those of different religions. Exception may be made when officiating at funeral or grave site services where the denomination of the veteran and immediate family are clearly known.
(e) Attend all meetings unless prevented by exigent circumstances.
(f) Take part in any Honor Guard activity when called upon to do so where insufficient members are unavailable.

Quartermaster

6.10 The Quartermaster shall:
(a) Order and purchase all uniforms and other required clothing, insignias, attachments etc.
(b) Order and purchased all equipment and supplies
(c) Inventory and secure all property including, but not limited to, ceremonial rifles and weapons.
(d) Prepare and maintain all documents related to the issuance, care and safe keeping of said ceremonial rifles, weapons, etc. as may be required by governmental authorities.
(e) Perform other related duties as may be directed by the commander.

ARTICLE 7 TRANSACTIONS OF THE HIGHLAND LAKES HONOR GUARD
Contracts

7.01. The Board of Directors may authorize any officer or agent of the Highland Lakes Honor Guard to enter into a contract or execute and deliver any instrument in the name of and on behalf of the Highland Lakes Honor Guard. This authority may be limited to a specific contract or instrument or it may extend to any number and type of possible contracts and instruments.

Deposits

7.02. All funds of the Highland Lakes Honor Guard shall be deposited to the credit of the Highland Lakes Honor Guard in banks, trust companies, or other depositaries that the Board of Directors selects.

Gifts

7.03. The Board of Directors may accept on behalf of the Highland Lakes Honor Guard any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Highland Lakes Honor Guard. The Board of Directors may make gifts and give charitable contributions that are not prohibited by the bylaws, the articles of incorporation, state law, and any requirements for maintaining the Highland Lakes Honor Guard federal and state tax status.

Potential Conflicts of Interest

7.04. The Highland Lakes Honor Guard shall not make any loan to a member, director or officer of the Highland Lakes Honor Guard. A member, director, officer of the Highland Lakes Honor Guard may lend money to and otherwise transact business with the Highland Lakes Honor Guard except as otherwise provided by the bylaws, articles of incorporation, and all applicable laws. Such a person transacting business with the Highland Lakes Honor Guard has the same rights and obligations relating to those matters as other persons transacting business with the Highland Lakes Honor Guard. The Highland Lakes Honor Guard shall not borrow money from or otherwise transact business with a member, director, officer of the Highland Lakes Honor Guard unless the transaction is described fully in a legally binding instrument and is in the best interests of the Highland Lakes Honor Guard. The Highland Lakes Honor Guard shall not borrow money from or otherwise transact business with a member, director, or officer of the Highland Lakes Honor Guard without full disclosure of all relevant facts and without the approval of the Board of Directors or the members, not including the vote of any person having a personal interest in the transaction.

Prohibited Acts

7.05. As long as the Highland Lakes Honor Guard is in existence, and except with the prior approval of the Board of Directors or the members, no member, director, officer, or committee member of the Corporation shall:
(a) Do any act in violation of the bylaws or a binding obligation of the Highland Lakes Honor Guard.
(b) Do any act with the intention of harming the Highland Lakes Honor Guard or any of its operations.
(c) Do any act that would make it impossible or unnecessarily difficult to carry on the intended or ordinary business of the Highland Lakes Honor Guard.
(d) Receive an improper personal benefit from the operation of the Highland Lakes Honor Guard.
(e) Use the assets of this Highland Lakes Honor Guard, directly or indirectly, for any purpose other than carrying on the business of this Highland Lakes Honor Guard.
(f) Wrongfully transfer or dispose of Highland Lakes Honor Guard property, including intangible property such as good will.
(g) Use the name of the Highland Lakes Honor Guard (or any substantially similar name) or any trademark or trade name adopted by the Corporation, except on behalf of the Highland Lakes Honor Guard in the ordinary course of the Highland Lakes Honor Guard?s business.
(h) Disclose any of the Highland Lakes Honor Guard business practices, trade secrets, or any other information not generally known to the business community to any person not authorized to receive it.

ARTICLE 8 BOOKS AND RECORDS
Required Books and Records

8.01. The Highland Lakes Honor Guard shall keep correct and complete books and records of account. The Highland Lakes Honor Guard books and records shall include:
(a) A file-endorsed copy of all documents filed with the Texas Secretary of State relating to the Highland Lakes Honor Guard, including, but not limited to, the articles of incorporation, and any articles of amendment, restated articles, articles of merger, articles of consolidation, and statement of change of registered office or registered agent.
(b) A copy of the bylaws, and any amended versions or amendments to the bylaws.
(c) Minutes of the proceedings of the members, Board of Directors, and committees having any of the authority of the Board of Directors.
(d) A list of the names and addresses of the members, directors, and officers of the Highland Lakes Honor Guard
(e) A financial statement showing the assets, liabilities, and net worth of the Highland Lakes Honor Guard at the end of the three most recent fiscal years.

(f) A financial statement showing the income and expenses of the Highland Lakes Honor Guard for the three most recent fiscal years.

(g) All rulings, letters, and other documents relating to the Highland Lakes Honor Guard?s federal, state, and local tax status.

(h) The Highland Lakes Honor Guard?s federal, state, and local information or income tax returns for each of the Highland Lakes Honor Guard three most recent tax years.

ARTICLE 9
FISCAL YEAR

The fiscal year of the Highland Lakes Honor Guard shall be the calendar year beginning at 12:00 a.m. on the first day of January and ending at mid-night on the last day in December of each year.

ARTICLE 10
NOTICES

Notice by Mail, Telegram or Facsimile Transmission

10.01. Any notice required or permitted by the bylaws to be given to a member, director or officer of the Highland Lakes Honor Guard may be given by regular mail, telegram, facsimile transmission e.g. electronic mail (e-mail) or by web site posting. If by regular mailed, a notice shall be deemed to be delivered when deposited in the United States mail addressed to the person at his or her address as it appears on the records of the Highland Lakes Honor Guard, with postage prepaid. If given by telegram, a notice shall be deemed to be delivered when accepted by the telegraph company and addressed to the person at his or her address as it appears on the records of the Highland Lakes Honor Guard. If given by facsimile transmission, a notice shall be deemed delivered on successful transmission of the facsimile. If given by web site posting, a notice shall be deemed delivered on successful publication of the notice. A person may change his or her address by giving written notice to the secretary of the Highland Lakes Honor Guard.

Signed Waiver of Notice

10.02. Whenever any notice is required to be given under the provisions of the Act or under the provisions of the articles of incorporation or the bylaws, a waiver in writing signed by a person entitled to receive a notice shall be deemed equivalent to the giving of the notice. A waiver of notice shall be effective whether signed before or after the time stated in the notice being waived.

Waiver of Notice by Attendance

10.03. The attendance of a person at a meeting shall constitute a waiver of notice of the meeting unless the person attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE 11
SPECIAL PROCEDURES CONCERNING MEETINGS

Meeting by Telephone or Electronically

11.01. The Board of Directors of the Highland Lakes Honor Guard may hold a meeting by telephone conference-call procedures in which all persons participating in the meeting can hear each other or electronically providing all persons participating have such capability and may communicate with one another. The notice of a meeting by telephone conference or electronically must state the fact that the meeting will be held by telephone or electronically as well as all other matters required to be included in the notice. Participation of a person in a conference-call or electronic meeting constitutes presence of that person at the meeting.

Decision without Meeting

11.02. Any decision required or permitted to be made at a meeting of the members, Board of Directors of the Corporation may be made without a meeting. A decision without a meeting may be made if a written consent to the decision is signed by all of the persons entitled to vote on the matter. The original signed consents shall be placed in the Highland Lakes Honor Guard minute book and kept with the Highland Lakes Honor Guard?s records.

Action by Non-unanimous Written Consent

11.03. In accordance with the Articles of Incorporation, action may be taken by use of signed written consents by the number of members, directors whose votes would be necessary to take action at a meeting at which all such persons entitled to vote were present and voted. Each written consent must bear the date of signature of the person signing it. A consent signed by less than all of members, directors, or committee members is not effective to take the intended action unless consents signed by the required number of persons are delivered to the Highland Lakes Honor Guard within 60 days after the date of the earliest dated consent delivered to the Highland Lakes Honor Guard. Delivery must be made by hand, or by certified or registered mail, return receipt requested or by electronic transmission. The delivery may be made to the corporation’s registered office, registered agent, principal place of business, transfer agent, registrar, exchange agent, or an officer or agent having custody of books in which the relevant proceedings are recorded. If the delivery is made to the Highland Lakes Honor Guard?s principal place of business, the consent must be addressed to the Commander or principal executive officer.

The Highland Lakes Honor Guard will give prompt notice of the action taken to persons who do not sign consents. If the action taken requires documents to be filed with the Secretary of state, the filed documents will indicate that the written consent procedures have been followed.

A telegram, telex, cablegram, facsimile, e-mail or similar transmission by a member or director or a photographic, facsimile, or similar reproduction of a signed writing, is to be regarded as being signed by the member or director.

ARTICLE 12
AMENDMENTS TO BYLAWS

The bylaws may be altered, amended, or repealed, and new bylaws may be adopted by the Board of Directors subject to approval by the membership. The notice of any meeting at which the bylaws are altered, amended, or repealed, or at which new bylaws are adopted shall include the text of the proposed bylaw provisions as well as the text of any existing provisions proposed to be altered, amended, or repealed. Alternatively, the notice may include a fair summary of those provisions.

ARTICLE 13
MISCELLANEOUS PROVISIONS

Restrictions

13.01. No part of the net earnings of the Highland Lakes Honor Guard shall inure to the benefit of, or be distributed to its members, trustees, officers, or other private persons, except that the Highland Lakes Honor Guard 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 1 hereof. The Highland Lakes Honor Guard shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(19) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions of which are deductible under section 170(c)(3) of the Internal revenue Code, or the corresponding section of any future federal tax code.. Notwithstanding any other provision of these bylaws, the Highland Lakes Honor Guard shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this Highland Lakes Honor Guard.

Dissolution

13.02. Upon the dissolution of the Highland Lakes Honor Guard, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) or 501(c)(19) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the Highland Lakes Honor Guard is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purpose.

Legal Authorities Governing Construction of Bylaws

13.03. The bylaws shall be construed in accordance with the laws of the State of Texas. All references in the bylaws to statutes, regulations, or other sources of legal authority shall refer to the authorities cited, or their successors, as they may be amended from time to time.

Legal Construction

13.04. If any bylaw provision is held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability shall not affect any other provision and the bylaws shall be construed as if the invalid, illegal, or unenforceable provision had not been included in the bylaws.

Headings

13.05. The headings used in the bylaws are used for convenience and shall not be considered in construing the terms of the bylaws.

Sex

13.06. Wherever the context requires, all words in the bylaws referencing the male sex shall be deemed to include the female or neutral sex, all singular words shall include the plural, and all plural words shall include the singular.

Seal

13.07. The Board of Directors may provide for a corporate seal.

Power of Attorney

13.08. A person may execute any instrument related to the Highland Lakes Honor Guard by means of a power of attorney if an original executed copy of the power of attorney is provided to the secretary of the Highland Lakes Honor Guard to be kept with the Highland Lakes Honor Guard records.

Parties Bound

13.09. The bylaws shall be binding upon and inure to the benefit of the members, directors, officers, committee members, employees, and agents of the Highland Lakes Honor Guard and their respective heirs, executors, administrators, legal representatives, successors, and assigns except as otherwise provided in the bylaws.

CERTIFICATE OF SECRETARY

I certify that I am the duly elected and acting secretary of the Highland Lakes Honor Guard and that the foregoing Bylaws constitute the Bylaws of the Corporation. These Bylaws were duly adopted at a meeting of the Board of Directors held on March 3, 2007 and amended on November 1, 2008.

DATED: March 3, 2007

_______________________________

Harvey H. Klee, Corporate Secretary