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Constitution and Bylaws of the Society of Mayflower Descendants in the Commonwealth of Pennsylvania as amended at the annual meeting January 25, 2015.

CONSTITUTION AND BYLAWS OF THE SOCIETY OF MAYFLOWER DESCENDANTS IN THE COMMONWEALTH OF PENNSYLVANIA AS AMENDED AT THE ANNUAL MEETING JANUARY 25, 2015

CONSTITUTION

ARTICLE I

Name

Section 1. The name of this Society shall be the "Society of Mayflower descendants in the Commonwealth of Pennsylvania."

ARTICLE II
Objects

Section 1. The objects of this Society shall be:

To perpetuate the memory of our Mayflower Ancestors, and to preserve their records, history and all facts relating to them, their ancestors and their posterity. To maintain and defend the principle of civil and religious liberty as set forth in the Compact of the Mayflower, “For the glorie of God, and advancement of the Christian faith and honor of … our Countrie.”

To cherish and maintain the ideals and institutions of American freedom, and to oppose any theories or actions that threaten their continuity.

To transmit the spirit, the purity of purpose and steadfastness of will of the Mayflower Ancestors to those who shall come after us, an undiminished heritage of liberty and law.

To secure united effort to discover and publish original matter in regard to the Pilgrims, together with existing data known only to antiquarians, and to authenticate, preserve and mark historical spots made memorable by Pilgrim association.

ARTICLE III

Membership

Section 1. Any person who is descended from a passenger on the Mayflower on the voyage which terminated at Plymouth, New England, in December 1620 shall be eligible to membership, provided however, (a) that no person shall be eligible for membership – regular, junior, or life, – who is pledged to or advocates, the overthrow, by force or violence, of the Government of the United States, or that of any State or Territory; or who has been guilty of other treasonable practices; or who is not of good moral character; and the State Society shall have the right to expel from its membership any person for any of these causes; and any question arising under this proviso (a) shall be determined by the affected Society; and provided further (b) that no one may become a member unless personally acceptable to it.

Section 2. There shall be three lineage classes of members in the Society, as follows:

(1) Regular members – Those who are eighteen or more years of age.

(2) Junior members – Junior membership may be established for juniors of any age up to eighteen.

A member in good standing may make application on behalf of any person under seventeen years of age who has a prima facie proven lineage. Such application may be proved and accepted by the Board of Assistants subject to its rules as to dues, initiation fees, and Junior membership requirements. The term “prima facie proven lineage” shall mean that the junior whose membership is offered is related to a present or past member of the Society by blood through the line through which such member was proved for the Society. A junior may be approved for Life Membership subject to the submission of the usual lineage papers executed by the member on behalf of the applicant and approved by the Historian and Historian General.

Other junior members may, between the ages of eighteen and twenty-five, transfer to regular membership, provided the usual lineage papers shall have been furnished and approved, either prior to or at the time of application for transfer from junior to regular membership.

A State and general number shall be assigned to each junior life member, and to the other junior members when they become regular members. A State “J” number shall be assigned to any junior member other than a life member.

No life member under the age of eighteen years and no junior member may vote or hold office.

(3) Life members – Those who have paid the fee for life membership regardless of age.

Emeritus/Emerita members – After fifty years of regular or life membership in the Society, or any combination thereof, a member shall be considered an emeritus/emerita member. Regular emeritus/emerita members will be excused thereafter from payment of annual dues.

Section 3. Every application for membership shall be made on a preliminary application blank provided by this Society. Such application shall bear the autograph signature of the candidate, or if a minor, the sponsoring adult, and the signatures of two other members of this Society, who shall vouch for the applicant.

Section 4. After the preliminary application has been approved, the lineage papers shall be issued by the Historian. The applicant shall complete the lineage papers and return them to the Historian together with all required fees and dues. If the lineage papers are not filed with the Society within twelve months after the forwarding of the lineage papers, the file shall be deemed closed, unless the Board of Assistants, for cause shown, shall prior to the expiration of said twenty-four months and by special resolution, extend the time for such filing to twenty-four months.

Section 5. No person shall be approved as a member of the State Society until his or her line of descent has been approved by the Historian General and the Historian. All applicants whose lineage papers have been so approved shall be approved for membership by the Board of Assistants at a regular monthly meeting, unless some fact has been brought to the attention of the Board which might make the applicant undesirable as a member.

Section 6. It shall be the duty of the Board of Assistants to encourage membership in, and for the further growth of, this Society. For that purpose it shall have the power, at its discretion to organize colonies throughout the Commonwealth which shall be subject to this Constitution and Bylaws adopted pursuant hereto; to grant local autonomy to such colonies not inconsistent with such Constitution and Bylaws; to fix the fees and dues for membership therein; to allocate such dues or fees between this Society, the colonies and the General Society; and to make or to approve such rules, regulations or bylaws, as may be expedient.for the regulation and development of the colonies, including, without limitation, form bylaws to be adopted by each colony. The Board, upon petition of any ten members living in a particular geographic area of the Commonwealth of Pennsylvania shall give due consideration to establish a colony there. Membership in such colonies shall be restricted at all times to duly elected members of this Society. The Board of Assistants, upon proper notice to the officers of a colony and opportunity to be heard may dissolve any colony which has ceased functioning in a viable manner.

Section 7. Any member of the Society may hold membership in one or more other State Societies of Mayflower Descendants, and shall be eligible to represent this Society as a delegate to a General Congress.

Section 8. Any member in good standing of another State Society of Mayflower Descendants shall be eligible to transfer his or her membership to this Society, as provided in Section 4 of this Article.

ARTICLE IV

Officers and Board of Assistants

Section 1. The offices of the Society shall consist of a Governor, a Deputy Governor, a Secretary, an Assistant Secretary, a Treasurer, an Assistant Treasurer, a Historian, a Membership Officer, a Registrar, an Elder, a Captain and a Counselor. The Colony Governor of each colony of the Society which may be established in the Commonwealth of Pennsylvania shall also be a member of the Board of Assistants of this Society but shall be elected by the colony and not by the Society.

Section 2. The government of the Society shall be vested in a Board of Assistants, which shall consist of the officers of this Society and nine assistants. The Deputy Governor General and Assistant General, representing this Society on the General Board of Assistants, Past Governors of the Society, and the Colony Governors elected by the colonies shall likewise be members of the Board of Assistants, but without vote.

Section 3. The duties, powers and privileges of the officers and Board of Assistants of this Society shall be set forth in this Constitution and Bylaws enacted pursuant thereto.

Section 4. The term of office of each officer shall be one year, or until a successor is duly elected and qualified. A person may not occupy each of the offices of Governor and Deputy Governor for more than three consecutive terms. A person having served in either of the foregoing offices shall not he eligible to be reelected to the same office for a period of at least one year after the expiration of said terms. The term of each assistant shall be three years. Three assistants shall be elected each year. Having served a full term, an assistant shall not be eligible to be reelected to the same office for a period of at least one year after the expiration of said term. The officers and assistants shall be elected by a plurality vote at the Annual Meeting of this Society, or as soon thereafter as possible and shall assume office immediately after such election.

ARTICLE V

Meetings

Section 1. The Society shall conduct its affairs on the basis of a calendar year and shall hold an Annual Meeting within the Commonwealth of Pennsylvania during the month of January. Subject to these restrictions the Board of Assistants shall have authority to fix the date, time and place of said meeting.

Section 2. Special meetings of this Society may be held at such times and places as may be decided upon by the Board of Assistants. The Governor shall have power to call a special meeting of this Society, and to specify the time and place thereof. Upon the written request of ten members of this Society, which request shall state the object of the meeting, the Governor shall forthwith call a special meeting, and specify in such call the time and place thereof. The call for all special meetings shall state the object thereof, and no business not stated in such call shall be considered at the meeting.

Section 3. The Board of Assistants shall hold a regular meeting no less than five (5) and no more than eight (8) times each year in accordance with a schedule to be formulated at the first meeting after the Annual Meeting of members and distributed to all members of the Board. Such meetings shall be held at such times and places as shall be determined by the Board. Regular meetings shall not be combined with social events. Special meetings of the Board of Assistants may be called at any time by the Governor upon forty-eight hours’ notice, and shall be called by the Governor upon the written request of four or more members of the Board.

Section 4. At all regular or special meetings of the membership of this Society twenty five members present shall constitute a quorum for the transaction of business. At all meetings of the Board of Assistants, seven voting members shall constitute a quorum for the transaction of business.

Section 5. Every action taken by this Society at any regular or special meeting which is in accordance with the powers conferred upon it by this Constitution and the Bylaws enacted thereunder, and every action taken by the Board of Assistants at any regular or special meeting which has been properly called and which action is within the powers conferred upon the Board under this Constitution and the Bylaws enacted thereunder, shall be binding upon every member of this Society.

Section 6. Written notice of all regular or special meetings shall be given to all members by the Secretary (or Assistant Secretary) as provided in Article VI, Section 5 of the Bylaws.

ARTICLE VI

Seal

Section 1. The seal of this Society shall contain a representation of a sailing vessel of the seventeenth century, and around it the name of this Society and the words “1620 – Plymouth – 1896."

ARTICLE VII

Insignia

Section 1. Certificates of membership or of office, insignia for members and officers, rosettes and flags are prescribed by the General Society of Mayflower Descendants and shall be obtained from the General Society.

ARTICLE VIII

Dissolution

Section 1. No part of the income of the Society shall be paid, distributed, or otherwise inure to the benefit or use of its Assistants (directors) or officers or other private persons, except that the Society shall be authorized to pay compensation in a reasonable amount to its Assistants (directors) or officers for services rendered, and to make payments and distributions in furtherance of its general corporate purposes including contributions and donations for charitable purposes. Upon dissolution of the Society, the assets of the Society shall not be distributed to its Assistants (directors) or officers or other private persons. Upon such dissolution, the Board of Assistants of the Society shall, after paying or making provision for the payment of all corporate liabilities and for the disposition of any property committed to charitable purposes as required by statute or court order, transfer and convey the remaining assets to such charitable organization or organizations exempt under Section 501(c)(3) of the U.S. Internal Revenue Code (or equivalent successor provision) as the Board of Assistants shall determine to be similar to the corporation’s character, purpose, and method of operation.

ARTICLE IX

Amendments

Section 1. An amendment or amendments proposed in writing by a member at a regular or special meeting shall be read by the Secretary and referred to the Board of Assistants, which shall report thereon at the next regular or special meeting of the general membership. An amendment or amendments may be proposed by the Board of Assistants at any regular or special meeting and acted upon at such meeting. At least ten days’ written notice shall be given of any meeting at which an amendment to this Constitution is to be voted upon and a complete copy of such proposed amendment or amendments shall be sent to each member of the Society with the notice of such meeting. Members may vote upon a proposed amendment to this Constitution in person or by proxy, and no proposed amendment shall be adopted which is not voted upon favorably by at least two-thirds of all the members present in person or by proxy. In determining whether a quorum is present at such a meeting, proxies shall not be counted. A proposed amendment may be amended at the meeting at which it is to be voted upon, and such amendment in its original form, or as amended, may be finally voted upon at such meeting.

THE BYLAWS

ARTICLE I

Meetings

Section 1. General Membership. Not less than seven days’ written notice shall be given to members of all meetings of this Society, which notices shall be mailed to the addresses of the several members as they appear on the records of this Society. The call of the Annual Meeting, stating the time and place thereof, shall be in writing, by notice mailed to members of the Society at least two weeks prior thereto. Where a quorum is not present, no business shall be transacted except to adjourn to a future time.

Section 2. Board of Assistants. Not less than three days’ written notice shall be given of all regular meetings of the Board of Assistants. Notices of special meetings of the Board of Assistants shall state the purpose of the meeting. Where a quorum is not present, no business shall be transacted except to adjourn to a future time. If a quorum is present at a meeting of the Board of Assistants, the Board of Assistants shall have the power to act upon all matters properly before the meeting, and shall also have power to adjourn the meeting to any subsequent time or times.

Section 3. The order of business at all business meetings of the Society and of the Board of Assistants shall normally be:

1. Reading of Minutes of previous regular and intervening special meetings,
2. Communications,
3. Reports of officers,
4. Reports of committees,
5. Unfinished business,
6. New business, and
7. Adjournment.

Such order of business may be added to whenever convenient or necessary.

ARTICLE II

Termination of Membership

Section 1. Any member of this Society whose conduct is reasonably believed by the Board of Assistants to be contrary to the purposes of the Society or prejudicial to its best interests, shall be subject to suspension or expulsion by the Board. In the event charges of such conduct are made against a member of this Society, the Board of Assistants shall promptly appoint a special committee to hear the evidence in support of the charges, and report its findings of fact and recommendation thereon to the Board. The member against whom such charges are made shall be given not less than fifteen days’ written notice of the time and place of the hearing, and a written copy of the charges. Such written notice shall be sent by registered mail to the member’s last known mailing address. A member against whom charges have been made shall have the right to appear at the hearing with or without counsel and present evidence in defense to the committee. In order to suspend or expel a member it shall require an affirmative vote of not less than two-thirds of the entire Board of Assistants.

Section 2. Any member whose annual dues remain unpaid at the time of the last meeting of the Board of Assistants prior to the end of the year in which the dues are required to be paid shall be dropped from membership at that meeting of the Board of Assistants unless the Board of Assistants shall, by special resolution, extend the time for the payment of such dues. At that meeting the Assistant Treasurer shall report the names of all members whose dues for that calendar year remain unpaid, together with the total amount of such members’ indebtedness to the Society.

Section 3. An applicant whose name has been withdrawn, shall not be permitted to renew such application until one full year has elapsed from the date of such disapproval or withdrawal.

Section 4. Resignations shall be presented to the Secretary in writing, and shall be effective upon receipt by the Secretary, provided such member is in good standing at such time. A member in good standing is one whose dues, including those for the calendar year in which the resignation is received, have been paid, and against whom no suspension or expulsion proceedings have been instituted.

Section 5. A member may be reinstated upon payment to the Society of dues for the year of reinstatement and the previous year thereto.

ARTICLE III

Fees and Dues

Section 1. A nonrefundable application processing fee including a charge for review of the application by the Society Historian, a charge for review of the application by the General Society Historian, the applicant’s initial year’s dues or single payment life fee and a charge for the cost of a certificate shall be paid to the Society by all applicants for membership in the Society, except those who are former members and those who are regular members of another state society. In case the application is not finally approved, the certificate fee and the initial year’s dues or life fee shall be refunded.

Section 2. A certificate fee along with the annual dues for the first year or the single payment life fee shall be paid to the Society by initial applicants approved for membership, and by members transferring in from other state societies. The certificate fee for members whose supplemental applications have been approved shall also be paid to the Society.

Section 3. Unless otherwise determined by the Board of Assistants, annual dues shall be paid to the Society by all regular members, except that any member approved after the first of October shall not be required to pay dues for the calendar year in which approved. Not less than twenty-five percent of all annual dues shall be expended for patriotic and educational purposes.

Section 4. Life fees for members shall be paid to the Society as a single payment. Once in life status, a life member shall not be subject to any further fees. All fees from life members shall be set aside in a special account solely for this purpose. An amount equal to the then effective annual dues of Regular members will be transferred to the general funds of this Society on the first of the year for each living life member.

Section 5. At the Annual Meeting, the Board of Assistants shall propose any changes to the schedule of fees and dues, and upon adoption by two-thirds of the members present, the resultant schedule shall be in effect immediately and published in the next issue of the Society’s newsletter.

ARTICLE IV

Election of Officers

Section 1. The Governor, with the advice and consent of the Board of Assistants, shall, at the regular meeting of the Board in September, direct the Nominating Committee to select candidates for the offices and positions to be filled at the Annual Meeting of the Society. The list of candidates selected by the Nominating Committee shall be submitted to the editor of the Society’s newsletter by the Secretary for publication along with the notice of the Annual Meeting to be sent to each member of the Society at least three weeks before the Annual Meeting.

Section 2. Any member of the Society who has not been nominated by the Nominating Committee may become a nominee for any office by having five or more members of the Society nominate such member as a candidate for office. All such nominations must be in writing, stating the name of the member and the office for which he or she is nominated, must be signed by the members making the nomination, and delivered to the Secretary at least one week prior to the meeting at which the election is to be held.

Section 3. Where there is more than one candidate for any office, the election shall be by secret ballot.

Section 4. Each colony shall elect its officers in accordance with its Bylaws, which shall conform as closely as practicable with these Bylaws and such Bylaws shall be approved by the Board of Assistants. The Colony Governor of each colony shall be a member of the Society’s Board of Assistants.

ARTICLE V

Powers of Board of Assistants

Section 1. The Board of Assistants shall have the control and management of the business and affairs of this Society, and in addition to the powers and authorities by these Bylaws expressly conferred upon it, may exercise all such powers and do all such acts and things as are by law provided, and as are usually done by the board of directors of a corporation, subject, nevertheless, to any regulations which may be made by the members from time to time.

Section 2. The Board of Assistants shall have the power to fill all vacancies occurring on the Board, whether by death, resignation or otherwise, and a vacancy in the Board of Assistants shall be filled by a vote of the majority of the remaining members of the Board actually present at a regular or special meeting at which such vacancy is filled, and such election shall be deemed to be only for the balance of the unexpired term. Such vacancies may be filled by the Board at any regular meeting thereof, or at a special meeting called for that purpose. The Board, at its discretion, may refer the question of suitable candidates to fill interim vacancies to the Nominating Committee.

Section 3. The Board of Assistants shall select the delegates and alternates of this Society to any General or Special Congress of the General Society of Mayflower Descendants.

ARTICLE VI

Duties of Officers

Section 1. The Governor shall be the chief executive officer and head of the Society. The Governor shall preside at all meetings of this Society and at all meetings of the Board of Assistants, and shall be a member ex officio of all standing committees, except the Nominating Committee.

Section 2. The Governor shall call all special or other meetings of the members of this Society and of the Board of Assistants. In case the Governor shall at any time neglect or refuse to call a special meeting of the members when requested so to do by ten of the members, as is provided in Article V, Section 2, of the Constitution of this Society, then and in such case said special meeting may be called by a majority of the Board.

Section 3. The Deputy Governor, in the case of the absence of the Governor, shall preside at the meetings of the members of this Society and of the Board of Assistants. In the event of the absence, resignation, disability or death of the Governor, the Deputy Governor shall exercise all the powers and perform all of the duties of the Governor, until the return of the Governor, or until such disability shall have been removed, or until a new Governor shall have been elected. The Deputy Governor shall be a member of the Finance Committee ex officio.

Section 4. The Colony Governor elected by any colony as its chief officer, shall possess substantially the same powers, duties and responsibilities respecting such colony as the Governor possesses respecting this Society throughout the Commonwealth.

Section 5.The Secretary shall attend all meetings of the members of this Society and of the Board of Assistants, and shall record all the proceedings thereof in a book kept for that purpose, and shall be the custodian of the seal of the Society. The Secretary shall perform all duties which may be entrusted by the Governor or by the Board of Assistants. Under the direction of the Governor, the Secretary (or, as delegated as set forth herein, the Assistant Secretary) shall give written notice of all regular or special meetings of the members of this Society and of the Board of Assistants.

The Secretary shall be assisted by the Assistant Secretary who shall have such duties as are delegated by the Secretary and/or the Governor and/or the Board of Assistants. In absence of the Secretary, the Assistant Secretary shall exercise the rights and perform the duties of the Secretary.

Section 6. The Treasurer shall keep full and correct accounts of the receipts and expenditures of this Society, in books belonging to this Society, and shall deposit all moneys and valuable effects in the name and to the credit of this Society, and in such depositories as may be designated by the Board of Assistants, and shall give bond with sufficient security in such amount as may be required by the Board of Assistants for the faithful performance of such duties. The cost of such bond shall be paid by the Society.

The Treasurer shall disburse funds of this Society as may be approved by the Board of Assistants, obtaining proper vouchers for such disbursements, and shall report to the Governor and the Board of Assistants at the regular meeting of the Board, or whenever they may require it, an account of transactions as the chief fiscal officer of this Society, and of the financial condition of this Society, and shall present each year at the Annual Meeting of the members a full financial report of the preceding fiscal year. The Treasurer shall prepare the annual budget to be presented to the Board of Assistants. The Treasurer shall be a member ex officio of the Finance Committee.

The Treasurer shall be assisted by the Assistant Treasurer who shall have such duties as are delegated by the Treasurer and/or the Governor and/or the Board of Assistants. In the absence of the Treasurer, the Assistant Treasurer may exercise the rights and perform the duties of the Treasurer.

Section 7. The Historian shall examine and report upon all lineage papers of applicants for membership, and all applications for supplemental lines, in accordance with guidelines established by the Historian General. The Historian shall be knowledgeable in accepted genealogical processes and procedures.

Section 8. The Registrar shall maintain the official register of members of the Society and their addresses, reporting changes to interested parties as directed by the Governor or the Board of Assistants; review the quarterly mailing list; provide membership labels as requested; cause new membership certificates to be printed, and maintain a record of membership certificates issued. The Registrar shall record all admissions, departures and changes between classes of membership, reporting fully thereon at the Annual Meeting and shall maintain the memorial book and express condolences to families of deceased members.

Section 9. The Elder shall perform such duties as are assigned by the Governor or by the Board of Assistants.

Section 10. The Captain shall be commander of the Color Guard, and shall have the possession and care of this Society’s colors. The Captain shall carry out all orders of the Governor and of the Board of Assistants, and shall act as Marshal at parades and on occasions of ceremony.

Section 11. The Counselor shall advise the Governor and the Board of Assistants on legal matters, particularly those having to do with the proper interpretation of the Constitution and Bylaws, in order that the business of this Society may be transacted lawfully and in accordance with the Constitution and Bylaws. He shall function as parliamentarian at meetings when called upon by the Governor for that purpose and shall be guided by the latest edition of Roberts Rules of Order. The Counselor shall be a person who is a member of the bar of the Supreme Court of Pennsylvania.

Section 12. The Membership Officer shall actively recruit new members for the Society and shall formulate plans and techniques for increasing the membership of the Society.

ARTICLE VII

Committees

Section 1. The chairpersons of all regular committees shall be appointed by the Governor with the advice and consent of the Board of Assistants. At the first meeting of the Board of Assistants after the Annual Meeting the Governor shall submit to the Board of Assistants a list of nominations for all regular committee chairpersons, who shall be appointed at the meeting if satisfactory to the Board. There shall be the following regular committees: Audit, Community Relations, Executive, Education, Finance, Junior Membership, Membership, Newsletter, Nominating, Social Events and Website. In general, these committees shall be chaired by one of the nine assistants, except for the Executive Committee which shall be chaired by the Governor. The chairpersons of regular committees shall select the persons they want to serve as members of their committees. The Governor, with the Board’s consent, may constitute special committees as necessary. It shall be discretionary with the Governor whether to appoint only the chairperson of a special committee or to appoint all members.

Section 2. The term of all committees shall end on the date of the Annual Meeting succeeding their appointment. All committees shall be responsible to the Board of Assistants and shall report regularly to such Board. It is a preference, but not a requirement that no person shall serve as chairperson of more than one regular committee during any year, and no person shall serve as a member of more than two regular committees during any year. A chairperson of any committee shall have the privilege of attending any regular meeting of the Board of Assistants for the purpose of presenting any committee report, or for the purpose of asking advice or guidance of the Board of Assistants as to any matter pertaining to the work of the committee. Any committee or any member thereof may be discharged at any time by the Board of Assistants upon a two-thirds vote of the entire Board. The term of special committee members shall continue until its purpose has been accomplished or until the special committee is dissolved by the Board.

Section 3. The Audit Committee shall make an audit of the Treasurer’s books promptly after the annual report is filed, and shall present its report and recommendations with respect thereto to the Board of Assistants at the first meeting after the Annual Meeting of Members.

Section 4. The Education Committee shall from time to time make recommendations to the Board of Assistants relating to the patriotic and educational activities of this Society, and shall coordinate such activities with the Education Committee of the General Society.

Section 5. The Social Events Committee shall have charge of all social functions of this Society, and shall meet from time to time, upon call of the chairperson.

Section 6. The Finance Committee shall be charged with the duty of recommending fiscal policies to the Board of Assistants and shall cooperate with the Treasurer in the conduct of that office. When life membership dues have been paid into the treasury, and when there are other funds in the treasury which are not needed for general purposes, the Finance Committee shall promptly determine the proper form of investment for such funds, and shall recommend to the Board of Assistants the form of investment so determined. In making recommendations for investments, the Finance Committee shall not be limited to those securities which are known as legal investments for trust funds in the Commonwealth of Pennsylvania and may recommend the investment in common stocks. The Deputy Governor and the Treasurer shall be members ex officio of the Finance Committee.

Section 7. The Junior Membership Committee shall be responsible for the methods of recruitment and the administration of Junior members’ activities, newsletter, etc., realizing that our youth are the future of the Society. Membership of the committee may include Junior members of various ages as well as former Juniors and other adult members. The committee shall interface with both the Membership Committee, the Registrar, and the Editor of the Society’s newsletter.

Section 8. The Membership Committee shall propose various means to recruit new members for the viability of the Society. It shall be responsible for answering all queries of prospective members.

Section 9. The Nominating Committee shall have the function, powers and duties prescribed in Article IV, Section 1 and Article V, Section 2, of these Bylaws. In making nominations, the Nominating Committee shall in every case endeavor to serve the best interests of this Society, and shall give careful consideration to any suggestions for nominations which may be eligible from members. No person who is a candidate for office shall be received for membership on the Nominating Committee, nor shall any member of the Nominating Committee become a nominee on the list selected by said committee.

Section 10. The Executive Committee shall consist of the Governor, the Deputy Governor, the Secretary and the Treasurer and such other Officers or Board members as the Governor shall appoint. The Executive Committee shall be responsible for the conduct of the affairs of the Society between meetings of the Board. Its actions shall be reported to the Board at the meeting after such actions are taken and must be ratified by the Board at that meeting for their continuing effectiveness. The Executive Committee may act at meetings thereof, by conference telephone, by telephone poll taken by the governor, by emails in which all members are included as sender or recipient, or by fax transmissions of which all members are sender or recipient.

ARTICLE VIII

Founders

Section 1. The founders of this Society shall be those persons who in 1896 were members of the Society of Mayflower Descendants in the State of New York, residing in Pennsylvania and who, on or before August 1, 1896, did accept, in writing, a membership in this Society, and did, at the same time, pay dues assessed for the year 1896.

ARTICLE IX

Indemnification and Assistants' Liability

Section 1. The Society shall to the fullest extent permitted by law now or hereafter in effect, indemnify any person who is or was an Assistant or Officer of the Society and who, by reason of his or her Assistantship or Office is or was made or threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether or not brought by on behalf of the Society, against liability for judgements, fines, penalties, amounts paid or to be paid in settlement costs, charges, and expenses, including reasonable attorneys’ fees, and interest on any of the foregoing incurred in connection with any such action or suit or proceeding or any appeal therein, actually and reasonably paid or incurred by the indemnified person in connection with the action, suit or proceeding; Provided, However, that no indemnification shall be afforded any Assistant or Officer if expressly prohibited by applicable law or where the Assistant’s or Officer’s conduct has been determined by a court to have constituted self-dealing, willful misconduct or recklessness within the meaning of Section 5713 of the Pennsylvania Nonprofit Corporation law of 1988, Act of December 19, 1990, P. L. 834 [15 Pa. C. S. A. Sec. 5713] or any superseding provision of law, sufficient in the circumstances to bar indemnification against liabilities arising from the conduct.

The following additional terms and conditions shall apply to the Society’s indemnification obligation.

(a) All rights to indemnification under this Article shall be deemed a contract between the Society and the persons entitled to indemnification under this Article to which the Society and each such person intended to be legally bound.

(b) The termination of a proceeding by judgement, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that an Assistant or Officer who is a party to, or involved in the proceeding, is not entitled to indemnification.

(c) The Society shall pay the expenses (including attorneys fees and disbursements) incurred in good faith by an indemnified party in advance of the final disposition of a proceeding upon receipt of an undertaking by or on behalf of the Assistant or Officer to repay the expenses if it shall be ultimately determined that he or she is not entitled to be indemnified hereunder.

(d) Each person who shall act as an Assistant or Officer of the Society shall be deemed to be doing so in reliance upon the rights provided by this Article.

(e) The Society may, in the discretion of the Assistants and Officers, purchase Directors’ Liability insurance in such amounts as the Assistants and Officers shall deem appropriate to assure the payment of indemnification to Assistants and Officers.

Section 2. ASSISTANTS’ LIABILITY. An Assistant or Officer of the Society shall not be personally liable for monetary damages for any action taken, or any failure to take any action, on or after January 27, 1987 (a) unless the Assistant has breached or failed to perform the duties of the office as provided for under Section 5712 of the Pennsylvania Nonprofit Corporation Law of 1988, Act of December 19, 1990, P.L. 834, No. 198 [15 Pa. C.S.A. Sec. 5712] and the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness, or (b) unless the Assistant is held responsible or liable under any criminal statute or is held liable for the payment of taxes pursuant to local or State or Federal law. Notwithstanding anything in the foregoing, no Assistant or Officer of the Society shall be liable in any instance where he or she is excused from liability under Section 8332.2 of the Judicial Code of Pennsylvania [42 Pa. C.S.A. Sec. 8332.2] limiting the liability of officers and directors of nonprofit organizations exempt under Section 501(c)(3) of the U.S. Internal Revenue Code of 1954 who serve without compensation other than reimbursement for actual expenses.

ARTICLE X

Amendments

Section 1. Amendments, alterations and additions to these Bylaws shall be made in the same manner provided for amendments to the Constitution.

Section 2. By unanimous consent of the members present at any lawfully constituted meeting of this Society, any section of these Bylaws may be suspended during the period of said meeting.

Last Updated on Wednesday, 31 March 2010 15:46