As revised and amended to 9 December 1981, 21 September 1989, 18 January 1990, and 2 June 2011.
Robert Frost famously wrote that “good fences make good neighbors.” So too do good by-laws make good organizations. Good by-laws ensure strong leadership, operational continuity, and an educated membership.
Even organizations as rooted in the past as the Society of Colonial Wars in the Commonwealth of Massachusetts must look to the future. With our last by-laws revisions two decades old, it has again been time to comprehensively review our rules in light of evolving needs and procedures. These updated Society By-Laws eliminate anachronisms, clarify opaque provisions, and ensure conformity between our written rules and actual operations-both internally and in terms of our relationship with the General Society of Colonial Wars.
This two-year undertaking succeeded only with the diligent involvement of many Society members. Particular thanks are owed to Governor Scott DeF. Shiland, for initiating and overseeing this process, and to Membership Chairman Bradford V. Rowell for his many helpful suggestions. Kind input was also received from the General Society’s John Mealey.
Finally, we owe a debt of thanks to our Registrar Donald C. Carleton, Jr. — buoyant source of good grammar, proof-reading, and occasional organizational history lessons — without whose help these revisions might never have come to pass.
Michael F. Aylward
Name and Character of the Society
Section 1.1 Name. The name, style and title by which the Society shall be known is the “Society of Colonial Wars in the Commonwealth of Massachusetts.”
Section 1.2 Character. The character of the Society is that of a non-profit corporation in accordance with the provisions of Chapter 180 of the General Laws of the Commonwealth of Massachusetts.
Section 1.3 Principal Office. The Society’s principal office shall be located in Boston, Massachusetts.
Section 1.4 General Purposes. The general purposes of the Society are patriotic, charitable, literary, educational, and eleemosynary.
Purposes and Organization
Section 2.1 Organizational Purposes. The Society is instituted to perpetuate the memory of those events, and of the men who, in military, naval, and civil positions of high trust and responsibility, by their acts or counsel, assisted in the establishment, defense, and preservation of the American Colonies, and who were in truth founders of this Nation. To this end, it seeks to collect and preserve manuscripts, rolls, relics, and records; to hold suitable commemorations, and to erect memorials relating to the American Colonial period; to inspire in its members the fraternal and patriotic spirit of their forefathers, and to inspire in the community respect and reverence for those whose public services made our freedom and unity possible.
Section 2.2 Non-Profit Status. As a non-profit corporation, the Society is organized for charitable, literary, and educational purposes and not for profit; no part of the net income of the corporation shall inure to the benefit of any private shareholder or individual; nor shall it participate in or intervene in any political campaign, or engage in any transaction or accumulate its income in any manner which will serve to deny to it a tax-exempt status under the applicable provisions of the Internal Revenue Code.
Section 2.3 Relationship to the General Society of Colonial Wars. The Society is a constituent member of the General Society of Colonial Wars as established under ARTICLE III of the General Society By-Laws as amended May 8, 2010. The Society recognizes certain obligations to the General Society of Colonial Wars as provided for in these By-Laws.
Section 3.1 Proposal of Candidates. Membership in the Society shall be by invitation only. Any member in good standing may propose anyone for membership who meets the requirements of Section 3.2 by submitting to the Secretary (or his designee) a letter of nomination. All such nominations shall be seconded in writing by another member in good standing. Such nominations will be forwarded to the Committee on Membership for consideration.
Section 3.2 Eligibility Criteria. In accordance with ARTICLE II of the By-Laws of the General Society of Colonial Wars, any male person eighteen (18) years of age or older, of good moral character and reputation, shall be eligible for membership in the Society, provided he be lineally descended in the male or female line from an ancestor:
- (a) Who served as a military or naval officer, or as a soldier, sailor, or marine, or as a privateersman, under authority of any of the Colonies which afterward formed the United States, or in the forces of Great Britain which participated with those of the said Colonies in any wars in which the said Colonies were engaged, or in which they enrolled men, during the period from the settlement of Jamestown, May 13, 1607, to the Battle of Lexington, April 19, 1775; or
- (b) Who held office in any of the Colonies between the dates above mentioned, as (i) Director General, Vice Director General, or member of the Council, or legislative body, in the Colony of the New Netherland; (ii) Governor, Lieutenant or Deputy Governor, Lord Proprietor, member of the King’s or Governor’’s Council, or of the legislative body, in the Colonies of New York, the Jerseys, Virginia, Pennsylvania, or Delaware; (iii) Lord Proprietor, Governor, Deputy Governor, or member of the Council, or of the legislative body, in Maryland, the Carolinas, or Georgia; (iv) Governor, Deputy Governor, Governor’ Assistant, or Commissioner to the United Colonies of New England, or member of the Council, body of Assistants, or legislative body, in any of the New England Colonies; or (v) Justice, Judge, Justice of the Peace, or other judicial officer.
Section 3.3 Collateral Representatives. One collateral representative of a qualifying ancestor shall be eligible for membership, provided there be no lineal descendant, and provided that such person be either the oldest collateral representative in the male line of this ancestor or have filed with the Secretary General of the General Society written renunciations from all persons having prior claim to consideration.
Section 3.4 Submission of Applications. All applications for membership shall be submitted in writing to the Committee on Membership on standard forms furnished by the Secretary (or his designee), subscribed to by the applicant and supported by proofs of eligibility. The proceedings of the Committee shall be secret and confidential.
Section 3.5 Membership Committee Approval. An application must be approved by at least three members of the Membership Committee, who will report their recommendation at the next Council meeting. A negative vote of two members shall cause an adverse report to the Council on the candidate’s application.
Section 3.6 Election by Council. All applicants who receive a favorable recommendation from the Committee on Membership shall be considered for membership by the Council. A majority of those attending must approve the recommendation in order for an applicant to be elected. Per Sections 3.8 and 3.10 of these By-Laws, any candidate elected by the Council shall be deemed a Provisional Member until his application is approved by the Registrar General of the General Society.
Section 3.7 Rejection of Applications. A candidate who has been rejected by the Committee on Membership or the Council shall be ineligible for membership for a period of one year from the date of rejection.
Section 3.8 Other Prerequisites. Membership in the Society shall not be deemed complete until an applicant’s papers have been approved by the Registrar General of the General Society. Payment of the initiation fee and dues shall be a prerequisite to membership. Every applicant for membership shall declare upon honor that he has not failed of admission in any other State Society, and that he will use his best efforts to promote the purposes of the Society and will observe the By-Laws of the same.
Section 3.9 Membership Certificates. Members may receive a certificate of membership, which shall be signed by the Governor and Secretary.
Section 3.10 Classes of Membership. There shall be four classes of membership in the Society: Annual Members, Life Members, Senior Members, and Honorary Members.
- Annual Members Annual Members shall be elected to membership in the Society in accordance with the procedures set forth above. Candidates for Annual Membership who have met all other requirements set forth herein, but whose papers have yet to be approved by the Registrar General, shall be deemed Provisional Members.
- Honorary Members The Council may recommend to the Society may from time to time that certain individuals be designated as Honorary Members in recognition of their special qualifications or contributions to the purposes for which the Society was founded.
- Life Members Any Annual Member may become a Life Member by paying an amount to be determined by the Council and shall thereafter be exempt from any obligation to pay annual dues. No annual dues that may have been previously paid shall be credited against the payment of a Life Membership.
- Senior Members Individuals who have held membership in the Society for more than thirty (30) years, or who have reached or exceeded the age of Eighty-Five (85) years, or who, in special cases approved by the Council, have reached an age lower than Eighty-Five (85) years, will be designated Senior Members of the Society. Senior Members shall have all of the privileges of membership in the Society but shall not have any continuing dues obligations.
Said recognition shall not be dependent on the qualifications set forth in Section 3.2 of these By-Laws and may be revoked by the Council at any time upon thirty (30) days’ notice to the individual in question. Honorary Members shall be entitled to attend all Society functions at their own expense but shall have no voting rights. Honorary Members shall not be required to pay dues to the Society in order to maintain their status in the Society.
The rights of Honorary Members are specific to this Society and are not transferable to any other state Society, nor shall they confer any benefits of membership in the General Society.
Section 3.11 Fees and Dues. Policies governing fees and dues are as follows:
- (a) Each January, the Society shall pay to the Treasurer General of the General Society of Colonial Wars a sum based on a per-capita assessment of all the Society’s members in all classes of membership specified in Section 3.10 above, except Honorary and Provisional Members.
- (b) Applicants to membership shall pay a one-time initiation fee in an amount to be set by the Council in consultation with the Membership Committee. Applicants shall also be responsible for the costs of all necessary genealogical research and application preparation.
- (c) Annual and Provisional Members shall pay annual dues in an amount to be set by the Council in consultation with the Membership Committee, provided that 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.
- (d) The Council may remit the dues of any member for any good and sufficient cause.
The annual dues are payable on the first day of the fiscal year. Any member who shall be in arrears for three months shall be notified by the Treasurer of his delinquency. If the dues remain unpaid on the first of June following, his membership shall cease at the discretion of the Council.
Section 3.12. Resignation. Any member may withdraw from the Society by sending a written letter of resignation to the Secretary (or his designee) if he has paid all dues then owing and payable. Any member who so withdraws may petition the Council by written application to be re-admitted to the Society. Any member so re-admitted shall retain his original State and General Society membership numbers.
Section 3.13 Expulsion or Suspension. Any member may be expelled or suspended by the Council for cause or conduct detrimental or antagonistic to the interests or purposes of the Society. A member may also be expelled if it is determined after his admission that his proofs of descent or eligibility do not satisfy the requirements of Section 3.2 of these By-Laws. But no member shall be expelled or suspended unless written charges be presented to the Council concerning such member.
The Council shall give reasonable notice of such charges to the member and afford him reasonable opportunity to be appear before the Council in his own defense. A member shall only be suspended or expelled from the Society by a vote of two-thirds of the members present at a meeting of the Council.
In the event that any member is expelled or suspended, his insignia shall be returned to the Treasurer of the Society, and his rights therein shall be extinguished or suspended. The Treasurer shall refund to the said member the amount paid for the said insignia.
Section 3.14 Other Rules and Procedures. Subject to the foregoing, the Committee on Membership shall have the power to establish its own internal rules and procedures governing the membership application process.
Section 3.15 Notice of Place of Residence. It shall be the duty of every member to inform the Secretary (or his designee) by written communication of his place of residence and of any change thereof, and of his post-office address. Service of any notice, under the By-Laws, on any member, to his last known mailing address, shall be sufficient service of notice.
Section 4.1 Role in Governance. The affairs of the Society shall be managed by a Council, which shall constitute the board of directors within the meaning and intent of the General Laws of the Commonwealth of Massachusetts. A member of the Council shall be deemed to be a director for the purposes of ARTICLE XIV hereof.
Section 4.2 Composition. The Council shall comprise the officers of the Society, as defined in Section 5.1 of these By-Laws, as ex officio members, and all former Governors, together with nine other members known as Gentlemen of the Council.
Section 4.3 Regular Meetings. The Council shall meet monthly, except during June, July, August, and December, at such times as agreed to by the Governor and Council. Five members shall constitute a quorum for the transaction of business.
Section 4.4 Special Meetings. The Governor shall have the power to convene the Council at his discretion, or upon the written request of two members of the Council, or upon the like request of five members of the Society.
Section 4.5 Presiding Officer. The Governor (or, in his absence, the Lieutenant Governor) shall preside over meetings of the Council.
Section 4.6 Duties and Powers. The Council shall perform such duties as are prescribed by these By-Laws; but it shall not take any action or contract any debt for which its members may be liable. The powers of the Council include, but are not limited to, the following:
- (a) It shall elect members upon recommendations of the Committee on Membership.
- (b) It may suspend, expel or disqualify members for good cause.
- (c) It shall have control and management of the affairs and funds of the Society.
- (d) It shall have the power to call Special Courts of the Society and to arrange for all celebrations of the Society.
- (e) It shall have the power to appoint other officers or staff as may be necessary to the purposes and operations of the Society.
- (f) It shall submit an annual report to the General Court of its proceedings.
- (g) It may accept the resignation of any member of the Society.
- (h) It may suspend any officer for cause after notice and hearing.
Section 4.7 Assessments. The Council shall have the authority to levy assessments from time to time as may be necessary to meet emergency expenditures or needs of the Society; provided, however, that any such proposed assessment must be approved by a two-thirds vote of the members of the Council present and voting at a meeting. Any assessment shall be due and payable within thirty (30) days after the statement is mailed by the Society.
Section 5.1 Officers of the Society. The Officers of the Society shall include the positions of: Governor, Deputy Governor General, Deputy Governor, Lieutenant Governor, Secretary, Deputy Secretary, Treasurer, Deputy Treasurer, Registrar, Historian, Genealogist, Chancellor, Deputy Chancellor, Surgeon, Chaplain, Deputy Chaplain, and such other staff officers as may be appointed from time to time by the Governor with the Council’s advice and consent.
Section 5.2 Governor. The Governor, or in his absence the Deputy Governor, or Lieutenant Governor or Chairman pro tempore, shall preside at all Courts of the Society and meetings of the Council and shall exercise the duties of a presiding officer under parliamentary rules, subject to an appeal to the Society. The Governor shall be a member ex officio of all committees except the Nominating Committee and the Committee on Membership.
Section 5.3 Deputy Governor General. The Deputy Governor General shall represent this Society at the meetings of the General Council and with its Delegates represent it at the General Assembly of the General Society. His name shall be presented by the Delegates to the General Assembly for confirmation; or the Secretary General may be notified by letter of his appointment. On filing with the Secretary General notice of the appointment, it shall become operative if and when approved by the Governor General and Secretary General.
The Governor of the Society may appoint a proxy for the Deputy Governor General when he is unable to attend a meeting of the General Council or General Assembly. Such proxy shall have all the powers of the Deputy Governor General for the purposes of such meetings.
Section 5.4 Secretary. The Secretary shall conduct the general correspondence of the Society, and keep a record thereof. He shall give due notice of the time and place of the holding of all Society Courts and Council meetings.
He shall keep fair and accurate records of all the proceedings and orders of the Society and of the Council; shall give notice to each officer who may be affected by them of all votes, resolutions, and proceedings of the Society or of the Council; and at the General Court shall report the names of those candidates who have been admitted to membership and the names of those members whose resignations have been received or who have been expelled for cause or for failure to substantiate claim of descent. In his absence from any meeting, the Deputy Secretary shall act, or a Secretary pro tempore may be designated therefor.
Section 5.5 Treasurer. The Treasurer shall be the custodian of the funds of the Society which he shall keep at a bank or trust company designated by the Council. The Treasurer, or the Deputy Treasurer, and one other of two officers designated by the Council shall have access to the funds of the Society.
The Treasurer shall collect all money due the Society and deposit it to the credit of the Society of Colonial Wars in the Commonwealth of Massachusetts in some bank designated by the Council. He shall pay such sums only as may be ordered by the Society or the Council or his office may require. He shall keep a true account of all receipts and payments and at each annual meeting render an account to the Society.
The Treasurer shall have authority, upon the approval of the Committee on Finance, to sell, transfer, and deliver any securities, mortgages or other personal property of the Society; to invest and reinvest the funds of the Society in his hands; and to execute any contracts and instruments relating thereto. For the satisfactory performance of his duty he may be required to give such security as the Society may deem proper.
In case of his inability from any cause to act, the Deputy Treasurer shall perform his duties.
Section 5.6 Registrar. The Registrar shall receive from the Secretary (or his designee) and file all the proofs upon which membership has been granted, and all related documents which the Society may obtain.
Section 5.7 Historian. The Historian shall keep a detailed record of all historical and commemorative celebrations of the Society, and also a necrological list of each year, with biographies of deceased members.
Section 5.8 Genealogist. The Genealogist (or his designee) shall conduct genealogical research necessary for candidates for membership in the Society and investigate and verify all proofs of descent provided, and shall report the results of his investigations to the Secretary (or his designee). He shall be a member ex officio of the Committee on Membership. He shall receive such compensation as the Council may determine.
Section 5.9 Chancellor. The Chancellor shall be a lawyer duly admitted to the bar, and it shall be his duty to give legal opinion on matters affecting the Society when called upon by the proper officers.
Section 5.10 Surgeon. The Surgeon shall be a practicing physician.
Section 5.11 Chaplain. The Chaplain shall be an ordained Christian minister, and it shall be his duty to officiate when called upon by the proper officers.
Section 5.12 Eligibility for Office. No person shall be elected or apportioned to any of the foregoing offices unless he is a member in good standing of the Society at the time.
Section 6.1 Standing Committees. There shall be appointed or elected annually, as the case may be, the following standing committees:
- Publications and Memorabilia
Section 6.2 Committee Member Appointments. The Governor shall appoint annually, with the advice and consent of the Council, the members of all standing committees, except Membership and Nominating, the members of which are elected annually in the manner provided for in Sections 8.4 and 8.5, respectively, of these By-Laws. The appointed or elected members of all standing committees shall hold office for one year or until their successors are duly appointed or elected and qualified.
Section 6.3 Special Committees. The Governor may also establish and dissolve from time to time and appoint such special committees as may be deemed desirable by the Society or the Council. As of the year 2011, special committees of the Society of long standing are: Speakers, Flags and Protocol, General Court and Annual Dinner, David Eugene Burr Memorial, Muster and Field Day, Charitable Donations and Educational Programs, Citations, and Stewards.
Section 6.4 Committee on Auditing. The Committee on Auditing shall annually examine the Treasurer’s records, and the securities and bank books in his custody, and certify that these agree with the annual report of the Treasurer.
Section 6.5 Committee on Finance. The Committee on Finance shall advise the Treasurer on all matters of investment. It shall consist of the Treasurer, ex officio, and four other members.
Section 6.6 Committee on Membership. The Committee on Membership shall consist of six members, comprising the Society’s Genealogist and Registrar, both to serve in an ex officio capacity, and four other elected members. Three members of the Membership Committee shall constitute a quorum.
Section 6.7 Nominating Committee. The Nominating Committee shall consist of five elected members, none of whom shall be officers or members of the Council, except former Governors. It shall be the duty of the Nominating Committee to select the name of a candidate for each office to be filled at the ensuing annual General Court, and to notify the Secretary of the Society of the names selected at least twenty days before the annual General Court.
Section 6.8 Committee on Publications and Memorabilia. The Committee on Publications and Memorabilia shall have full charge of the publications of the Society as well as custody of the memorabilia of the Society.
Delegates to the General Assembly
Section 7.1 Number of Delegates. There shall be elected in the manner prescribed in Section 8.3 of these By-Laws, five Delegates and five Alternates, the duty of whom shall be, together with the Deputy Governor General, to represent the Society at meetings of the General Assembly of the General Society.
Elections, Vacancies, and Terms of Office
Section 8.1 Nomination of Officers and Council Members. At each annual General Court of the Society, the Nominating Committee shall submit a slate of members to be voted on to succeed the Officers and the Gentlemen of the Council whose terms of office expire at such General Court. After the report of the Nominating Committee is received, the Chair shall invite nominations from the floor. If two or more nominations for an office are before the Court, the election shall be by ballot. Election shall otherwise be by voice vote, a plurality serving to elect.
Section 8.2 Council Terms. Gentlemen of the Council shall be elected for a term of three years in place of the three members whose terms are expiring. No one who has served as a Gentleman of the Council for the term for which he was elected shall be eligible for re-election thereafter until the expiration of one year.
Section 8.3 General Society Delegates. At the annual General Court of the Society next preceding the General Assembly of the General Society, the Deputy Governor General and the five Delegates and five Alternates shall be elected to hold office for three years or until their successors are duly elected and qualified.
Section 8.4 Committee on Membership. Members of the Committee on Membership, excluding the Genealogist and the Registrar serving ex officio, shall be elected at the annual General Court of the Society, by ballot, to hold office for one year or until their successors are duly elected and qualified.
Section 8.5 Nominating Committee. The five members of the Nominating Committee shall be elected by ballot at a meeting of the Society in the month of October of each year.
Section 8.6 Nominations for Certain Officers and Committeemen. Nominations for Deputy Governor General, General Assembly Delegates and Alternates, the members of the Committee on Membership, and the Nominating Committee may be made by the Council or by any member duly present and voting.
Section 8.7 Required Margin of Election. For all elections, a plurality of all votes cast shall determine a choice.
Section 8.8 Vacancies and Neglect of Service. Whenever an officer of this Society shall die, resign, or neglect to serve, or be suspended, or be unable to perform his duties by reason of absence, sickness, or other cause, and whenever an office shall be vacant which the Society shall not have filled by an election, the Council shall have the power to appoint a member to such office pro tempore, who shall act in such capacity until the Society shall elect a member to the vacant office, or until the inability due to said cause shall cease; provided, however, that the office of the Governor, Secretary, or Treasurer shall not be filled by the Council when there shall be a Deputy or Lieutenant Governor, Deputy Secretary, or Deputy Treasurer to enter on the duties.
The Council may fill vacancies among its members under the same conditions. Should any member of the Council other than an officer be absent from three consecutive meetings of the Council, his place may be declared vacant by the Council and filled by appointment until the election of a successor.
Section 8.9 Terms of Office. Subject to these provisions, all Society Officers and all Gentlemen of the Council shall from the time of election continue in their respective offices until the next General Court following the expiration of their term of office, or until their successors are chosen. Except as otherwise specified in these By-Laws, the terms of office of all Officers of the Society shall be three years in duration.
Courts and Meetings
Section 9.1 Classes of Courts and Meetings. There shall be an annual General Court and monthly Business Courts of the Society.
Section 9.2 General Court. The General Court shall be the Annual Meeting of the Society for the election of officers and transaction of other business. It shall be held on the anniversary of the Landing of the Pilgrims, December 21, 1620, or on such other day in November or December as the Council may from year to year appoint.
Section 9.3 Business Courts. A Business Court may be held monthly, except that during the months of June, July, August, and December, the holding of Business Courts may be waived by the Council. Twelve members shall be necessary to constitute a quorum for all Courts.
Section 9.4 Special Business Courts. Special Business Courts may be called by the Council or by the Governor at such times as in his opinion the interests of the Society demand. A Special Business Court shall also be called by the Secretary on the written request of three members.
Section 9.5 Notice of Meetings. Notice of all meetings shall be sent to all members at least six days before the date of the meeting.
Section 9.6 Minutes and Reports. At each Court, the minutes of the previous meeting shall be read by the Secretary after the Governor has taken his chair and shall be passed upon by the Society, unless the reading thereof shall be waived by vote of the meeting. The next business in order shall be reports of Officers and Committees followed by new business.
Section 10.1 Start and End Dates. The Fiscal Year of the Society shall begin on the first day of October in each year and end on the last day of September of the following year.
Section 11.1 Specifications. The Society’s seal shall be: in the center, the seal of Massachusetts Bay Colony—Azure, on a mount between two pine trees vert, an Indian, affronté or, belted with leaves of the second, holding in his dexter hand an arrow paleways, point downwards, and in his sinister hand a bow paleways of the third; upon a scroll proper, issuing from his mouth, the legend “Come over and help us”—surrounded by a title scroll, “Society.of.Colonial.Wars.of.Massachusetts: 1620.1775.1893″—surmounted by the crown.
Section 12.1 Specifications. The Society’s flag shall consist of the red cross of Saint George on a white field, bearing in the center the seal of Massachusetts Bay Colony—Azure, on a mount between two pine trees vert, an Indian, affronté or, belted with leaves of the second, holding in his dexter hand an arrow paleways, point downwards, and in his sinister hand a bow paleways, of the third; upon a scroll proper, issuing from his mouth, the legend, “Come over and help us”—surrounded by a title scroll, “Sigillum: Gub: et: Societ: de: Massachusetts Bay: Nova: Anglia:”—surmounted by the crown.
Section 13.1 Specifications. The insignia of the Society shall consist of a badge, pendant by a gold crown and ring from a watered silk ribbon one inch and a half wide, of red, bordered with white and edged with red. The badge shall be surrounded by a laurel wreath in gold and shall consist of:
Obverse: A white enameled star of nine points bordered with red enamel, having between the points nine shields, each displaying an emblem of one of the nine original colonies; and, within a blue enameled garter bearing the motto “Fortiter Pro Patria,” an Indian’s head in gold relievo.
Reverse: The star above described, but with gold edge, each shield between the points displaying a mullet, and in the center, within an annulet of blue, bearing the title “Society of Colonial Wars, 1607-1775,” the figure of a colonial soldier in gold relievo. The reverse of the crown of each badge shall bear an engraved number, corresponding to that of the registered number of the member to whom such insignia have been issued.
Section 13.2 Protocol for the Wearing of Insignia. The insignia shall be worn by the members on any occasion when they assemble for a stated purpose or celebration, and may be worn on any occasion of ceremony. It shall be worn conspicuously on the left breast.
Members who are or have been Officers of the Society, including Gentlemen of the Council, may wear the badge with three jewels in the crown suspended from a regulation ribbon around the neck.
Section 13.3 Rosette. A rosette or button of a miniature size, of red watered silk with white thread edging, may be worn on occasions other than formal in the upper buttonhole of the left lapel of the coat, provided that it shall not be worn with other insignia of the Society.
Section 13.4 Other Restrictions on Use. The insignia shall be worn only as prescribed in this ARTICLE, and in accordance with regulations adopted from time to time by the General Council of the General Society.
Liability and Indemnification
Section 14.1 Protections from Liability. During his term of office and thereafter, no officer, director, committee chairman, or committee member of the Society, or his estate, personal representatives, or heirs, shall be liable to the Society or to any one claiming under, through or in the right of the Society, by reason of any action taken or omitted by him in good faith in his capacity as such.
The foregoing provision shall not exclude other defenses or rights such officer, director, committee chairman or committee member may be entitled to as a matter of law or equity.
Section 14.2 Indemnification. If, during his term of office or thereafter, any officer, director, committee chairman or committee member of the Society or his estate, personal representatives or heirs, shall reasonably incur expenses or liabilities in resisting any claim or litigation, by whomsoever asserted, arising out of or in connection with any action taken or omitted in good faith as such, the Society shall indemnify him or them against such expenses or liabilities.
Section 14.3 Definition of Terms. For the purpose of this paragraph, (a) the term “expenses or liabilities” shall include, but not be limited to, attorneys’ fees, court costs, judgments and reasonable settlements, and (b) the term “reasonable settlements” shall include, but not be limited to, settlements or compromises approved by the Council or by counsel for the Society in a written opinion to the Governor that the settlement or compromise is in the interests of the Society and falls within these provisions of the By-Laws.
The foregoing right of indemnification shall not be exclusive of other rights to which such officer, director, committee chairman or committee member may be entitled as a matter of law or equity.
Section 14.4 Assumption of Good Faith. For the purposes of the foregoing provisions of these By-Laws, the good faith of an officer, director, committee chairman or committee member of the Society shall not be questioned on the ground that action was taken or omitted by him in reliance upon the correctness of information supplied by others in the course of their duties or in reliance upon the advice of counsel for the Society.
Section 14.5 Further Protections. The Society, its officers, directors, committee chairmen and committee members and their agents shall be fully protected in making any determination as to the existence or absence of liability, in making or refusing to make any payments on the basis of such determination, and in taking any other action under these provisions of the By-Laws in reliance upon the advice of counsel.
Section 15.1 Disposition of Assets. In the event of dissolution or other liquidation of the Society, the assets of the Society shall not be distributed, turned over, or otherwise transferred to any person, corporation, or organization except an organization which is qualified as being exempt from Federal income taxation as an organization described in Section 501(c)(3) of the Internal Revenue Code as it now exists or as it may hereafter be amended from time to time.
Section 16.1 Distribution of Income. The Society shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code, or corresponding provisions of any federal tax laws.
Section 16.2 Self-Dealing Prohibition. The Society shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code, or corresponding provisions of federal tax laws.
Section 16.3 Restrictions on Investments. The Society shall not make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code, or corresponding provisions of federal tax laws.
Section 16.4 Taxable Expenditures Prohibition. The Society shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code, or corresponding provisions of federal tax laws.
Alteration or Amendment
Section 17.1 Proposal of Alterations or Amendments. Any member in good standing may propose an alteration or amendment of these By-Laws by submitting a written recommendation to the Secretary (or his designee), signed by the member proposing the same.
Section 17.2 Review and Adoption. Any suggested alterations or amendments shall be referred to the Chancellor, who shall submit a written opinion to the Council. The Chancellor’s opinion, together with any recommendation that the Council shall choose to make as to whether to adopt the proposed changes or not, shall be transmitted to all members together with the proposed amendment no less than thirty (30) days before any Court, at which the same shall be voted upon.
No amendment or alteration shall be made unless adopted by a two-thirds vote of the members present at the Court voting upon the same.