Section I: Name of the Society
This Society shall be known by the name, style and title of the PENNSYLVANIA SOCIETY OF SONS OF THE REVOLUTION.
Section II: Qualifications for Membership
Any male person of eighteen (18) or more years of age, of good character and lineally descended of one:
(a) who actually served as a military, naval or marine officer, soldier, sailor, or marine under the authority of any of the thirteen Colonies or States of the Continental Congress, remaining always loyal to such authority, or
(b) who signed the Declaration of Independence or actually assisted in the establishment of American Independence by services rendered during the War of the Revolution as a member of the Continental Congress, or of the Congress of any of the Colonies or States, or as an official appointed by or under the authority of any such legislative bodies, becoming thereby liable to conviction of treason against the Government of Great Britain, but remaining always loyal to the authority of the Colonies or States, or
(c) who served honorably in a military or naval expedition against the British during the War of the Revolution under the authority of the French or Spanish Governments shall be eligible for membership in the Society.
Provided, That when the claim of eligibility is based on the service of an ancestor in the “minute-men” or “militia”, it must be satisfactorily shown that such ancestor was actually called into the service of the State or United States, and performed garrison or field duty; and
Provided further, That when the claim of eligibility is based on the service of an ancestor as a “sailor” or “marine”, it must in like manner be shown that such service was other than shore duty and regularly performed in the Continental Navy, or the navy of one of the original thirteen States, or on an armed vessel, other than a merchant ship, which sailed under letters of marque and reprisal, and that such an ancestor of the applicant was duly enrolled in the ship’s company, either as an officer, seaman or otherwise than as a passenger: and
Provided further, That when the claim of eligibility is based on the service of an ancestor as an “official” such service must have been performed in the civil service of the United States, or one of the thirteen original States, and must have been sufficiently important in character to have rendered the officer liable to arrest and imprisonment, the same as a combatant, if captured by the enemy, as well as liable to conviction of treason against the Government of Great Britain.
Service in the ordinary duties of civil office, the performance of which did not particularly and effectively aid the American Cause shall not constitute eligibility.
In the construction of this article, the volunteer Aides-de-Camp of General Officers in Continental Service, who were duly announced as such and who actually served in the field during a campaign, shall be comprehended as having performed qualifying service.
The civil officials and military forces of the State of Vermont, during the War of the Revolution, shall also be comprehended in the same manner as if they had belonged to one of the thirteen original States.
No service of an ancestor shall be deemed as qualifying service for membership in the “SONS OF THE REVOLUTION” where such ancestor, after assisting in the cause of American Independence, shall have subsequently either adhered to the enemy, or failed to maintain an honorable record throughout the War of the Revolution.
No person shall be admitted unless he is eligible under one of the provisions in this article, nor unless he be of good moral character and be judged worthy of becoming a member.
Section III: Admission to Membership
An applicant for admission to membership in the Society must be proposed by two (2) members in good standing to whom the applicant is personally well known. Letters from the sponsors attesting the applicant’s worthiness for membership in the Society shall be address to the Secretary and shall be accompanied by the Proposal form which shall contain the applicant’s full name, occupation, residence and pertinent information about his qualifying ancestor.
The Secretary shall submit the letters and Proposal form to the Admissions Committee. Upon the approval by the committee and the Board of Managers, the Secretary shall furnish working sheets (preliminary application blanks) to the applicant to be completed and returned by him to the Secretary. The working sheets shall contain references to, or be accompanied by, documentary proof of eligibility as prescribed by the instructions provided with the sheets.
Upon receipt, the Secretary shall submit the completed sheets to the Society’s certified genealogist. Upon approval by the genealogist, the formal Application for Membership form shall be completed and returned to the Secretary, who shall submit it to the Admissions Committee. Upon approval by the committee and the Board of Managers, and upon payment of the initiation fee and applicable annual dues, the applicant shall become a member of the Society.
The proceedings of the Admissions Committee shall be confidential.
Section IV: Transfer and Dual Membership
The Board of Managers may issue to any enrolled member in good standing upon his removal to another State a letter recommending his acceptance to membership in the Society of that state; and, on receipt of official notice of his election thereto, he shall be recorded as having been transferred. Such letter shall be issued only upon the written request of the member.
In those cases where a member wishes to be admitted to a Society of another State while continuing to retain his membership in this Society, he shall follow the same procedure as in paragraph one, excepting only that he advise the Board of Managers of his desire to remain on the rolls of this Society. On receipt of official notice of his election to membership in the Society of another State, he shall be recorded as a dual member. Such members shall continue to pay this Society’s applicable dues.
A member of another State Society of the General Society, upon transmittal to this Society of a letter recommending his acceptance to membership of this Society, together with a copy of his lineage papers as lodged in such Society’s files shall be considered for admission to membership in this Society by the Admissions Committee upon compliance with the provisions set forth in Section III above, that is, by proposal and seconding letters from two (2) members in good standing to whom the applicant is personally well known and by favorable review of documentary proof of eligibility by this Society’s verifying genealogist. Members elected under this procedure who wish to retain membership in the Society of another State shall advise the Board of Managers of their dual membership status.
Section V: Expulsion or Suspension of Members
The Board of Managers shall have power to discipline, suspend or expel any enrolled member, including life members of the Society; provided that a member against whom a complaint shall be made of conduct unworthy of a member shall have received at least thirty days’ notice of such a complaint, and of the time and place fixed by the Board of Managers for the hearing of the same, and shall have been afforded an opportunity to be heard by himself or counsel; and provided further, that the action of the Board in all such cases shall be final, unless an appeal is taken to the Society within thirty days after the notice of such action is given to the offending member. In the event an appeal to the Society shall be taken, a special meeting of the members shall be called to pass upon and decide the case. The decision of the Society thereupon shall be final. The dismissal, cashiering or dishonorable discharge from the military or naval service of the United States, or the conviction in a court of justice of any criminal offense of any enrolled member of the Society which shall involve moral turpitude, shall constitute ipso facto expulsion.
The Board of Managers shall also have the power to drop from the roll the name of any enrolled member of the Society who shall fail to pay his annual dues for the current fiscal year by the last day of July and who, on notice to pay the same, shall fail and neglect to do so within thirty days thereafter. Upon being thus dropped, his membership shall cease and terminate, but he may be restored to membership at any time by the Board of Managers on his applications therefore, and upon his payment of such arrears and annual dues as the Board of Managers deems proper.
Section VI: Membership Fees
The Board of Managers may from time to time fix the amount and the time of payment of an initiation fee; and the Board shall from time to time fix annual dues, the amount of which may depend upon the distance of the member’s residence from Philadelphia City Hall. Annual dues for the current fiscal year shall be payable by the last day of January or, in the case of a newly elected member, upon presentation, but any member who shall have been elected during the last three months of the fiscal year shall not be required to pay the annual dues for that fiscal year. A member or an individual eligible for membership may become a life member upon the payment of a lump sum, such sum to be determined from time to time by the Board of Managers.
All initiation and life membership fees, as well as donation and legacies, unless otherwise specified by the donor, which shall hereafter be paid to the Society, shall remain forever to the use of the Society as a permanent fund.
Section VII: Junior Membership
Any male person who has not attained the age of eighteen (18) years may, through any member of the Society in good standing, apply for junior membership in the Society. The application shall be accompanied by payment to the Treasurer of the Society of such amount as, at the time of application, shall be deemed by the Board of Managers to be sufficient, if placed at interest and compounded annually, to produce on the person’s eighteenth (18) birthday the lump sum payment required for life membership. When the person attains the age of eighteen (18), he shall become a life member of the Society. If said person dies before attaining the age of eighteen (18), the moneys held by the Treasurer of this Society in his behalf together with the interest thereon accumulated shall be retained by the Society. Every application for membership filed under this Section must comply with all the requirements as set forth in Section III of these ByLaws.
Section VIII: Annual Meeting and Elections
The Annual Meeting of the Society shall be held in the City of Philadelphia during the month of April on a day determined by the Board of Managers, at which a general election of Officers, Managers and Delegates, by ballot, shall take place. An election for Delegates to a Triennial Convention shall be held only at the Annual Meeting immediately preceding such Triennial Convention.
Nominations for Officers, Managers and, when applicable, Delegates made by persons other than the Nominations Committee, shall be signed by at least four (4) members of the Society and delivered to the office of the Secretary on or before March 1st immediately preceding the Annual Meeting. The Nominations Committee shall consider all such nominations and shall meet on or before March 15th immediately preceding the Annual Meeting. When practicable, an effort shall be made by the Nominations Committee to select for each group of Managers at least one member who is not more than thirty-five (35) years of age. No member of the Nominations Committee shall be a nominee for Officer or Manager endorsed by the Nominations Committee. The Nominations Committee shall publish the names of its nominees for election as Officers, Managers and Delegates with the notice of the meeting at which they are to be elected. Any nominations by four (4) members as aforesaid which are not included in the nominations made by the Nominations Committee shall be added to the nominations listed in the notice and shall appear on a printed ballot which shall be prepared by the Nominations Committee in appropriate form and placed at the seat of each member attending the Annual Meeting. In an election held at the Annual Meeting a majority of the ballots given for any Officer, Manager or Delegate shall constitute a choice, but if on the first ballot no person shall receive such a majority, then a further balloting shall take place in which a plurality of votes given for any person to be elected shall determine the choice.
Any member desiring to present a Resolution for consideration at the Annual Meeting shall submit it in writing endorsed by the signatures of three (3) additional members to the Resolutions Committee by delivering it to the office of the Secretary on or before March 1st immediately preceding the Annual Meeting. The Resolutions Committee shall consider all such Resolutions and shall meet on or before March 15th immediately preceding the Annual Meeting to prepare the Resolutions which it shall submit as a Committee before the Annual Meeting. Any resolution submitted to it before the March 1st deadline which the Resolutions Committee does not adopt shall also be presented at the Annual Meeting for the consideration of the membership, and the Resolutions Committee shall be afforded the opportunity at the Annual Meeting to state why it did not adopt such suggested Resolution. The proposer of such suggested Resolution shall have equal time to urge its adoption. Except for Resolutions deemed by the Presiding Officer to be incident to the conduct of the normal business of the Annual Meeting, only those Resolutions submitted by a member on or before the March 1st deadline and those Resolutions recommended by the Resolutions Committee shall be considered at the Annual Meeting. To be adopted, a Resolution shall receive a majority vote of those members attending the Annual Meeting.
The following shall be the order of business at the Annual Meeting of the Society:
1. Prayer by the Chaplain
2. Reading of the Minutes of the last meeting
3. Reports of Officers and Committees
4. Unfinished Business
5. New Business
6. Elections and appointment by the President of a Judge and two (2) Tellers to count the votes and declare the results.
Section IX: Quorum
At all meetings of the Society twenty-five (25) members shall constitute a quorum for the transaction of business.
Ayes and Nays shall be called at any meeting of the Society upon the demand of five (5) members.
All voting shall be by presence in person and not by proxy.
Section X: Officers
The Officers of the Society shall consist of a President, five (5) Vice Presidents, Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, Registrar, Historian, Chaplain and Counselor, who shall be elected as here-in provided for.
The Society may elect as Officers for life with the title of President Emeritus, and having such powers as may be vested in the members of the Board of Managers, those persons who filled the office of President, and who resigned therefrom, as well as those whose Presidential terms have expired.
Those living persons previously elected by the Society as Officers for life with the title of Honorary President, shall henceforth have the title of President Emeritus.
Section XI: Presiding Officer
The President or, in his absence, one of the Vice-Presidents, or, in their absence, a chairman pro tempore, shall preside at all meetings of the Society, and shall have a casting vote. He shall preserve order, and shall decide all questions of order, subject to an appeal to the Society.
Section XII: Secretary
The Secretary shall conduct the general correspondence of the Society. He shall notify all members of their election, and of such other matters as he may be directed by the Society. He shall have charge of the seal, certificate of incorporation and by-laws, and records of the Society, other than those deposited with the Registrar. He, together with the presiding officer, shall certify all acts of the Society. He shall, under the direction of the President or Vice-President, give due notice of the time and place of all meetings of the Society, and attend the same. He shall maintain a listing of current addresses of all members, including junior members. He shall keep fair and accurate records of all the proceedings and orders of the Society; and shall give notice to the several officers of all votes, orders, resolves, and proceedings of the Society affecting them, or appertaining to their respective duties. He shall be Secretary of the Board of Managers, and shall keep the record of their meetings in the regular minute-book of the Society.
The Assistant Secretary shall perform such of the duties of the Secretary as shall be assigned to him by the Secretary or by the Board of Managers.
Section XIII: Treasurer
The Treasurer shall collect and keep the funds and securities of the Society. Out of these funds he shall pay such sums as may be ordered by the Society or the Board of Managers. He shall keep a true account of his receipts and payments, and at each annual meeting render the same to the Society. He shall give such security as shall be required by the Board of managers.
The Treasurer’s accounts shall be audited annually by a certified public accountant.
The Assistant Treasurer shall perform such of the duties of the Treasurer as shall be assigned to him by the Treasurer or by the Board of Managers.
Section XIV: Registrar
The Registrar shall keep a roll of members of the Society, recording the admission to and the termination of each membership. He shall maintain all proofs of membership qualifications and other pertinent genealogical data.
Section XV: Historian
The Historian shall keep a record of historical and commemorative celebrations of the Society. He shall provide research, recommendations and reports on the historical aspects of the Society’s activities and shall provide for continuing surveillance and proper display of the Society’s historical collections, artifacts and monuments. He shall maintain liaison with public and private institutions and organizations on historical matters of mutual interest.
Section XVI: Chaplain
The Chaplain shall be a regularly ordained minister of a Christian denomination, and it shall be his duty to open all meetings of the Society with customary chaplaincy services and perform such other duties as ordinarily appertain to such office. He shall be excused from the payment of any charges in excess of dues.
Section XVII: Counsellor
The Counsellor shall be a member of the bar of the Supreme Court of Pennsylvania, and it shall be his duty to advise the Society and the Board of Managers on legal matters.
Section XVIII: Board of Managers
The Board of Managers shall consist of the Officers of the Society, twelve (12) Managers and ex officiis, the Captain of the Color Guard and the Regent of every Chapter of the Society. All of the Officers and Managers shall be elected at the annual Meeting. The twelve (12) Managers shall be elected in groups of four (4) to serve for three (3) years, so that annually four (4) shall be elected and shall not be eligible to succeed themselves. Should a vacancy occur among the twelve (12) Managers, the Board of Managers shall fill the vacancy for the remainder of the term and said appointee shall be eligible for election at the expiration of said term. Should a vacancy occur among the Officers, the Board may fill the same until the next annual election.
The Board shall be the judge of the qualifications of the candidates for admission to the Society and shall have the power to elect the same to membership. It shall have charge of all special meetings of the Society and shall, through the Secretary, call special meetings at any time, upon the written request of ten (10) members of the Society, and at such other times as it sees fit. It shall recommend plans for promoting the objects of the Society, shall digest and prepare business, and shall authorize the disbursement and expenditure of unappropriated money in the treasury for the purposes of the Society. It shall generally superintend the interests of the Society and execute all such duties as may be committed to it by the Society. It shall make a general report at each annual meeting of the Society.
A member of the Board of Managers of the Society shall be appointed by the Board to represent the Society on the Board of Managers of the General Society.
At the meetings of the Board of Managers ten (10) members shall constitute a quorum for the transaction of business.
Effective as of January 17, 1987, a member of the Board of Managers of the Society shall not be personally liable for monetary damages for any action taken, or any failure to take any action, unless: (1) the manager has breached or failed to perform the duties of his office under Section 42 Pa. C.S.A. 8363 (relating to standard of care and justifiable reliance); and (2) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. The provisions of this paragraph shall not apply to: (1) the responsibility or liability of a manager pursuant to any criminal statue; or (2) the liability of a manager for the payment of taxes pursuant to any local, state or federal law.
Section XIX: Committees
The President shall appoint the following standing committees, of which at least one member, who shall be the Chairman, shall be a member of the Board of Managers:
1. American Heritage
2. Independence Day
3. New Citizens’ Reception
4. Saratoga-Yorktown Anniversaries
5. Special Projects
6. Valley Forge Commemoration
7. Washington’s Birthday
8. Younger Members
The President, Secretary and Treasurer shall be members ex-officiis of all committees, excepting the Nominations Committee. The Captain of the Color Guard shall be a member ex-officio of any committee responsible for a function at which the Colors will be displayed. The President may also from time to time appoint such additional committees as he shall deem desirable for the conduct of the business of the Society.
Section XX: Commemorative Services
An Annual Church Service commemorative of the Continental Army’s encampment at Valley Forge shall be held on a Sunday during the year. Other Commemorative services may be held at the discretion of the Board of Managers.
Section XXI: Color Guard
There shall be a Color Guard, composed of members of the Society, the duties of which shall be the care, custody, and proper official display of the Colors, Flags, and Standards of the Society.
The Color Guard shall be created by the Board of Managers of the society, shall make its own rules for its internal government and elect its own officers, and thereafter new members shall be elected by a majority vote of the members thereof present at any one of the regular meetings of the Color Guard, subject to the ratification and approval of the Board of Managers of the Society.
Section XXII: Chapters
Upon the receipt of a petition asking for the authority to form a Chapter signed by ten (10) or more members in good standing and residing within the Commonwealth of Pennsylvania at least fifty (50) miles from the City Hall of Philadelphia, the Board of Managers may authorize and empower such petitioners to form such a Chapter, which shall be known as the…Chapter of the Pennsylvania Society of Sons of the Revolution.
Such Chapter, when formed and authorized, may adopt such ByLaws and Regulations as it may deem proper, provided they do not conflict in any manner whatsoever with the Charter or ByLaws of the Society or with the Constitution of the General Society of Sons of the Revolution. No Chapter shall have power to involve the Society or the General Society of Sons of the Revolution in any pecuniary obligation whatsoever or in any controversy with any other State Society.
Only members of the Society in good standing shall be eligible to membership in any Chapter formed within the Commonwealth. A Chapter may provide life for membership in the Chapter and may fix the terms of such membership by suitable ByLaws. When members, including life members of a Chapter, cease to be members in good standing of the Society, they shall forthwith cease, to be members of a Chapter, and the Secretary of such Chapter shall be so notified by the Secretary of the Society.
It shall be optional with the members residing within the precincts of a Chapter to become members thereof. No refund of membership dues paid to the Society shall be made to any Chapter. The Treasurer of the Society shall notify the Treasurer of the Chapter when payment is made, if such new member shall desire to become a member of the Chapter.
The Officers of a Chapter shall be a Regent, a Secretary and a Treasurer, and there may be an Executive Committee, constituted as such Chapter shall determine. A Chapter may have such other Officers and Committees as it may decide. The Regent of every Chapter shall be a member ex officio of the Board of Managers of the Society, and notices of its meetings shall be sent to the Chapters by the Secretary of the Society.
The Society reserves the right to disband any Chapter for sufficient causes at any time after due hearing.
Section XXIII: Dissolution
In the event of dissolution of the Society, either by operation of law or by action of the Board of Managers, after payment of all creditors, its assets shall be distributed to the General Society of Sons of the Revolution for its general purposes provided that it or its successor is in active existence as an exempt organization under the United States Internal Revenue Code and shall accept the distribution of such assets. In the event that the General Society of Sons of the Revolution or its successor shall be unable or unwilling to accept the distribution, the assets shall be distributed to the Historical Society of Pennsylvania for its general purposes under the same provisions; otherwise, the assets shall be distributed to a public foundation engaged in charitable or educational endeavors and duly qualified as an exempt organization under the United States Internal Revenue Code, as the Board of Managers may determine.
Section: XXIV: Amendments
ByLaws of the Society may be enacted, amended, or repealed by a vote of two-thirds of the members present at any meeting of the Society, provided that at least ten days’ written notice of the meeting shall have been sent to all members of the Society, stating in full the proposed Bylaw, the Bylaw to be amended and the proposed amendment, or the Bylaw to be repealed as the case may be.
Section XXV: Audit Committee
It is hereby proposed to amend the Bylaws of the Society to provide for an Audit Committee to be a standing Administrative Committee of the Pennsylvania society of Sons of the Revolution. The Audit Committee shall have specific duties, responsibilities and authorities, including the sole authority and responsibility to select and contract for professional accounting and audit services and to review and report to the Board of Managers on the finding of the certified public accountant’s review of the Treasurer’s accounts for the current fiscal year.
The contract for the annual independent audit by a certified public accountant of the Treasurer’s annual accounts shall include review and access to all the Society’s receipts, expenses and payments. The audit report is to be completed, received, and ready for review by the Audit Committee for report at the Annual Meeting of the Pennsylvania Society of the Sons of the Revolution.
The Committee shall review and analyze the results of the independent audit and report first findings, along with its recommendations to the Board of Managers at the first regularly scheduled meeting of the Board following the receipt of the audit:
The Committee shall advise the Board of Managers with regard to any management comments made or suggested by the auditor’s report.
The Committee shall also make any other appropriate recommendations to the Board of Managers.
The President of the Society shall appoint the Audit Committee and its members, each said member to serve for a term of one year or until the next Annual Meeting, whichever shall first occur.
The Audit Committee shall consist of at least three and no more than five members in good standing, at least three of whom shall be selected from the members of the Board of Managers but none of whom shall be subject to either of the following criteria:
1. Possess authority to sign checks on any of the Society’s accounts;
2. Hold or have held within one year of appointment to the Audit Committee the position of Secretary, Treasurer, Assistant Treasurer or Chairman of the Finance Committee.
The Audit Committee shall elect its chairman at its first meeting and shall notify the President of the Board of Managers the identity of the chairman at the next regularly scheduled Board of Managers meeting and shall be available to the President and the Board for comment and as a resource during the term of the Committee.