Enacted at the regular quarterly meeting on January 15, 2019.
ARTICLE I
Name
The name of the Society shall be “THE SOCIETY OF THE FRIENDLY SONS OF ST. PATRICK FOR THE RELIEF OF EMIGRANTS FROM IRELAND.”
ARTICLE II
Officers, Directors, Nominations and Elections
Section 1.
The elective officers of the Society shall consist of the President, Vice-President, Treasurer, Secretary and seven directors who together shall constitute the Board of Management. The appointive officers of the Society shall be, the Directors Emeritus, the historian (if available for service) and one counselor. All the officers, Board and Committee members shall serve without compensation.
Section 2.
The election shall be held on the third Tuesday of January at a location selected by the Board of Management. The polls shall be open at 5 p.m. and close at 8 p.m. The elective officers and directors shall serve for two years, from either the annual banquet or March 17th (whichever comes first) following their election. In voting for directors, no person shall vote for more than four candidates, and the seven highest shall be declared elected. The President shall be ineligible for election to more than one term.
Section 3.
A judge and two tellers to be appointed by the incumbent President shall Conduct the election. No candidate shall be balloted for or elected unless nominated at a regular meeting in September or at a special nominating meeting held pursuant to the Bylaws. To be nominated, a member must be placed in nomination and seconded by five members of the Society. If, between nominations and election, any nominee dies or otherwise becomes unavailable for election, and if such situation results in a vacancy in the number of members needed to fill the Board, a special meeting shall be called for the purpose of receiving additional nominations for that position. If such death or unavailability occurs less than seven days prior to the election, and if such situation results in a vacancy in the number of members needed to fill the Board, a special meeting may be called with less than the seven days notice otherwise required by these Bylaws. No member shall be nominated or elected for more than one elective office; if so nominated, he shall within five days after such nomination direct the Secretary to strike off such nomination in excess of one. Those members, who are confined by illness or disability and who so notify the Secretary in writing fourteen days prior to each election, shall be permitted to vote by secret absentee ballot supplied by the Secretary. The Secretary must receive the ballot by the date of the election.
Section 4.
In case an elective officer or director shall die or otherwise become unable to Assume office between the time of his election and the date for assuming office, said vacancy shall be filled at a special election meeting to be called by the incumbent President. Both nominations and elections shall be held at the same special meeting.
Section 5.
The order of listing of candidates shall be Alphabetical following the nominations.
Section 6.
Director Emeritus
Any Board Member having attained a total of 16 years of Service on the Board of Management and having reached the age of 55 shall be eligible to become a Director Emeritus. This position shall be a non-voting position. This shall be a lifetime appointment. A Director Emeritus shall be eligible to run for office and if elected would have all of the rights and privileges of any other Board Member.
ARTICLE III
Vacancies in Office
Section 1.
Should the incumbent President die or otherwise become unavailable to serve in office, the Vice-President shall become President for the balance of the term. He shall thereafter be eligible for election as President.
Section 2.
Should the incumbent Vice-President die or otherwise become unavailable to Serve in office, said vacancy for the unexpired term shall be filled at a special election meeting called for that purpose. Both nominations and elections shall be held at the same special meeting.
Section 3.
Should the offices of Treasurer, Secretary or Director become vacant, said vacancy shall be filled by the majority vote of the Board.
Section 4.
Any officer or Director may resign at any time by giving written notice to the Society. The resignation shall be effective upon receipt by the Society or at such subsequent time as may be specified in the notice of resignation.
ARTICLE IV
Duties of the President and Vice-President
Section 1.
The President shall be the chief executive and administrative officer of the Society. It shall be his duty to preside at all meetings of the Board of Management and of the Society; to see that the officers and Committee Chairpersons perform their respective duties, to appoint all committee Chairs, leaving the chairpersons to choose an appropriate Number of committee members. Appointments of members shall be subject to the advice and consent of the Board of Management. The President shall call special meetings whenever he deems it advisable or at the direction of a majority of the Board of Management or upon the written request of 25 members. The President shall be an ex officio member of all committees.
Section 2.
The Vice-President shall perform the duties of the President in his absence. If Both the President and Vice-President are absent from a meeting; a majority of those present shall choose one of their numbers to preside at the meeting.
ARTICLE V
Duties of the Secretary
Section 1.
The Secretary shall keep full and accurate minutes of the proceedings of all Meetings and report it to the Board of Managers. The Secretary, along with the Membership Chair and the President, shall also keep an alphabetical roll of living members, showing their names, occupations, addresses and dates of election.
Section 2.
The Secretary shall have the custody of the corporate seal; all minutes of the Society and all papers pertaining to the office, keeping the same in good condition and handing it over to the successor in office within ten days after the latter shall qualify.
Section 3.
The Secretary shall execute the President’s orders in reference to special meetings, shall distribute at the President’s request, notices to all members of all meetings at least two weeks before each quarterly meeting and three weeks before the annual meeting takes place, shall present a general report at every quarterly meeting and shall be ready at any time to give information concerning the Society when requested to do so by the Society, or by anyone of the officers or members. The Secretary shall make an annual report of the number of members, the meetings held, the general condition of the Society, and the number and amount of fees/donations received from the members/individuals during the year.
Section 4.
The Secretary shall receive the bills of the Society, approve for payment, and forward to the Treasurer for payment.
ARTICLE VI
Duties of the Treasurer
Section 1.
The Treasurer shall have charge and custody of the financial records of the Society; he shall keep a correct record of all securities, deeds, monies received and paid out in books provided by the Society for that purpose; he shall also keep at a place designated by the Board of Management at its first meeting full and complete records of all investments made of the money belonging to the Society.
Section 2.
The Treasurer shall receive and deposit in a bank or other depository selected by the Board of Management all the funds of the Society and it shall be his duty to see to the collection of all funds due the Society. He shall pay out the monies of the Society upon written order of the Secretary of the Society. The Treasurer shall render a detailed report of the condition of the general fund at each quarterly board meeting; the Treasurer shall do and perform such other duties as are incident to the nature of this office. At the members meeting in January, the Treasurer shall make a report containing a general statement of all monies received and paid on account of the Society and the conditions of the respective funds thereof.
Section 3.
The Treasurer shall prepare an annual budget of the Society and submit the Same by January 10th, or at a later time as directed by the President, to the Board of Management for its approval.
ARTICLE VII
Duties of Board of Management
Section 1.
The Board of Management shall be responsible for managing the affairs of the Society. The Board shall hold quarterly meetings, on or about in March, June, September and January of each year. Additional meetings shall be held at the call of the President or a majority of the Board. At meetings of the Board, a quorum of a majority of the voting members of the Board must be present to transact business. The Board may act by a majority vote of the quorum present. Robert’s Rules of Order shall govern the meetings of the Board, except in case of any conflict between said rules and the Bylaws Of the Society, the Bylaws shall prevail. To the extent a matter is not addressed by the Bylaws of the Society, it shall be governed by the relevant provisions of the Pennsylvania Nonprofit Corporation Law of 1988, as amended.
Section 2.
When recommended by the Benevolence/ Scholarship Committee, as the case May be, or at the discretion and approval of the Board, the Board may make Contributions, scholarships, awards, grants and loans as they deem proper and appropriate and may aid and assist needy persons to improve the education and level of scholarship of those of Irish birth and lineage in the United States and in Ireland, to assist other worthy charitable and religious organizations and causes, and to otherwise effectuate the purposes of the Charter and Bylaws, provided that said expenditures shall not exceed the Amount allocated in the annual budget for such purpose.
Section 3.
The Board shall keep at a place designated by it at its first meeting an Accurate record of all such expenditures made and the recipients thereof which records shall be made available to the members of the Society upon request.
Section 4.
The Board shall adopt and approve the budget for the Society. No money May be paid out except as authorized in the budget or a duly adopted amendment thereto. The Board shall prepare an annual budget of the Society and submit the same by January 10th, or at a later time as directed by the President, to the Board of Management for its approval.
Section 5.
The Board must approve the appointment or contracting of any investment Manager (individual or firm) to provide discretionary money management services provided that the investment manager adheres to the approved investment policy statement of the Society. The performance of the investment manager shall be reviewed annually and the Board must approve the renewal of the appointment.
Section 6.
The Society’s yearly minimum charitable donations shall be funded through the Society’s Investment earnings, up to at least the first five per cent of previous year-end assets. For those years in which the Society’s investments for the prior year did not earn a positive return, no charitable donations need to be made by the Society. For those years in which the Society’s investments for the prior year earned a positive return less than 5%, the amount of charitable donations by the Society may be limited to the amount of the positive return for that prior year. Investment earnings will include interest and dividends received as well as realized and unrealized gains and losses, reduced by any investment Management fees.
Section 7.
The board may conduct board meetings utilizing telephone conference call, audio conference and video conference provided the technology allows all participating members the opportunity for simultaneous oral communication and provided that a central location be provided for members who wish to attend meetings in person. Board members must have access to all the same distributed hand-out information pertinent to a given subject motion prior to any vote taken on that given subject motion. The notice of an electronic meeting must include an adequate description of how to participate in it.
Section 8.
For a motion requested by email voting the recorded votes must have unanimity of all Officers and Directors and be in compliance with PA State Non-Profit Law requirements.
ARTICLE VIII
Duties of Historian and Counselor
Section 1.
The historian shall be responsible for the compiling of the historical Records of the Society. The historian shall have authority from time to time to request from the officers of the Society information necessary for the performance of these duties and shall prepare and submit annually to the Board of Management thirty days before the January meeting a report covering the activities and interests of the Society throughout the year, accompanied by such suggestions relating to the preservation of the historical records of the Society as he or she shall deem appropriate.
Section 2.
It shall be the duty of the counselor to provide advice and assistance when Requested by the Society or by any committee thereof.
Section 3.
The offices of historian and counselor shall be filled by appointment of the President with the advice and consent of the Board of Management and shall serve at the President’s discretion. They may attend meetings and participate in the deliberations of the Board of Management but shall not be entitled to vote at said meetings. Their opinions are of an advisory nature only and are not binding on the President or on the Board of Management.
ARTICLE IX
Committees of the Society
Section 1.
The following shall be the standing committees of the Society:
1. Auditing Committee
2. Benevolence/ Scholarship Committee
3. Dinner Committee
4. Fundraising Committee
5. Membership Committee
Section 1.1.
It shall be the duty of the Auditing Committee to review the accounts of the Society annually and submit a report of the review to the Board. The Committee shall consist of a Chairperson to be appointed by the President with the advice and consent of the Board of Management and the chairperson may select two individual for assistance. The Board may engage the services of a Certified Public Accountant every year to examine said accounts and provide a compilation report. The Board shall engage the services of a Certified Public Accountant every year to complete the year-end tax returns For board approval. A Certified Public Accountant shall be appointed at any time to conduct an audit of the society’s accounts if voted to do so by two thirds of the members of the Society.
Section 1.2.
Benevolence/ Scholarship Committee
To promote good will and friendship between the Peoples of the United States and Ireland, the Society has funded endowed scholarships at several Universities and Schools for students studying in Ireland or otherwise as incorporated in the endowment agreement document. These scholarships are awarded through the respective Universities/ Schools. For scholarship grants not funded through the society’s endowed university’s/Schools agreements, it shall be the duty of the Benevolence/ Scholarship Committee to oversee the selection of the recipient, the university or business entity, and the appropriation of necessary funds by the Society. The Committee shall consist of three or more members appointed by the President with the advice and consent of the Board of Management. It shall be the duty of this Committee to review all requests for charitable contributions sought from the Society as well as to evaluate all applications for financial aid by or for members or dependents of members in accordance with guidelines established from time to time. The Benevolence/ Scholarship Committee shall make its recommendation to the board for approval.
Section 1.3.
It shall be the duty of the Dinner Committee to plan the Annual Dinner and the quarterly business meetings, and other social functions of the Society subject to the approval of the Board of Management. Dinner Committee will coordinate its planning with the Fundraising Committee. The Committee shall consist of three or more members to be appointed by the President with the advice and consent of the Board of Management. The planned expenditures of the Committee shall not exceed that which has been budgeted by the Society for this purpose.
Section 1.4.
It shall be the duty of the Fundraising Committee to develop and implement Fundraising efforts in support of the society’s mission. The Fundraising Committee shall consist of three or more members to be appointed by the President with the advice and consent of the Board of Management.
Section 1.5.
It shall be the duty of the Membership Committee to review and process the Applicant’s information on the application. The Committee shall consist of three or more members to be appointed annually by the President with the advice and consent of the Board of Management.
Section 2.
In addition, the President may appoint ad hoc committees for specific Purposes. They shall continue in existence until their function has been fulfilled or until dissolved by the President.
ARTICLE X
Membership in the Society
Section 1.
Any citizen of the United States, born in Ireland or of Irish lineage, of good moral character and of the age of eighteen and upward shall be eligible for membership.
Section 2.
Candidates for membership shall submit their applications in writing to the Secretary or Membership Chair on forms provided for that purpose stating name, address, telephone number, email address, telephone number, occupation, date and place of birth, the basis of their Irish lineage and signed by two sponsoring members of the Society in good standing. Such application shall contain a declaration that the applicant agrees to be bound by the Constitution and Bylaws of the Society and to receive society notifications by email or postings on the society website. The applicable membership fee as determined by the Board of Management shall accompany completed applications.
Section 4.
It shall be the duty of the Membership Chairman to notify applicants and Acknowledge receipt of their applications. He/she shall then notify the Treasurer and Secretary at least 48 hours prior to each regular meeting giving all pertinent data, including name, occupation, address, sponsor, etc. After the Membership Committee has processed the application, the Membership Committee shall send the applicant an invitation to attend the meeting at which time his/her name is to be submitted for election to membership.
Section 5.
New members shall be elected only at regular meetings provided that their Names have been published either on the meeting notice sent to the general membership or posted on the Society’s website. Unless a majority of the Membership Committee waives the requirement for good cause, the applicant, accompanied by at least one sponsor, must attend the meeting at which he/she is to be voted upon and inducted. If applicant fails to attend a
meeting within the year or such extended period, as approved by the Board, his/her membership fee will be forfeited. The vote of three‐fourths of the members present and voting shall be required for the election of an applicant to membership. Upon being elected, the applicant shall become a life member in the Society. Applicant acknowledges and agrees, upon being inducted as a life member, to receive society notifications by email and to notify the society of any change in members email or mailing address submitted on member’s original
application submission.
Section 6.
The resignation of a member shall not be accepted unless tendered in writing.
Section 7.
No member shall be expelled except at a regular meeting after a hearing Before the Society. The cause for such expulsion must have been assigned in writing at a regular meeting prior to such hearing. Notice of the hearing with a copy of the charges shall be served upon such member personally or left at his residence as the same appears last upon the rolls of the Society, at least ten days prior to said hearing, which notice with a copy of the charges, the Secretary is hereby required to give. No member shall be expelled without the consent and approval of three-fourths of the members present and voting when the vote upon such expulsion is taken. The vote upon the expulsion of a Member shall always be by secret ballot.
ARTICLE XI
Meetings
Section 1.
The regular meetings of the Society shall be held on or as close to the 17th Day of the months of March, June, September and January. In an election year, the January meeting shall be held on the third Tuesday in January. The annual meeting of the Society shall be on or before March 17th (St. Patrick’s Day). Should any of these days fall on a Saturday or Sunday, or should these dates present some conflict, the President may change the date after consultation with and consent of the Board of Management.
Section 2.
Special meetings shall be called by the President at the written request of 25 Members, upon his own motion, or upon the vote of the majority of the Board of Management. No business shall be transacted at such special meetings other than that mentioned in the call, and then only after seven days’ written notice of the object of the meeting has been given to all of the members at their last registered address.
Section 3.
At all meetings of the Society, nineteen members shall be necessary to Constitute a quorum for the transaction of Business. Except as provided in
Article XIV
Section 4.
The acts of a majority of the members present and voting at a meeting at which quorum is present shall be the acts of the members.
Section 5.
Only members shall be permitted to attend meetings and/or have a right to Deliberate except by consent of the Board of Management.
Section 6.
Robert’s Rules of Order shall govern all meetings, except in case of any Conflict between said Rules and the Bylaws of the Society, the Bylaws shall prevail. To the extent a matter is not addressed by the Bylaws of the Society, it shall be governed by the relevant provisions of the Pennsylvania Nonprofit Corporation Law of 1988, as amended.
ARTICLE XII
Order of Business
Section 1.
The following shall be the order of business at the regular meetings:
1. Reading of Minutes
2. Election of Applicants to Membership
3. Report of President
4. Report of Committees
5. Nomination of Officers
6. Election of Officers
7. Unfinished Business
8. New Business
9. Adjournment
Section 2.
Members elected at this meeting shall not vote until the next regular or special meeting.
Section 3.
The order of business may be changed for a meeting by a vote of two-thirds Of the members present but motions to that effect shall be decided without debate.
ARTICLE XIII
Indemnification
Section 1.
Right to Indemnification.
The Society shall indemnify any person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative by reason of the fact that such person is or was a trustee, officer or employee of the Society, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding to the extent that such person is not otherwise indemnified and the power to do so has been or may be granted by statute. For this purpose the Board may, and on request of any such person shall be required to, determine in each case whether or not the applicable standards in any such statute have been met, or such determination shall be made by independent legal counsel if the Board so directs or if the Board is not empowered by statute to make such determination. There shall be no right to indemnification:
1. Where such indemnification is expressly prohibited by applicable law;
2. Where the conduct of the indemnified representative has been finally determined by the Board or otherwise:
1. To constitute willful misconduct or recklessness sufficient in the circumstances to bar indemnification against liabilities arising from the conduct; or
2. To be based upon or attributable to the receipt by the indemnified Representative from the Society of a personal benefit to which the Indemnified representative is not legally entitled.
Section 2.
Discharge of Duty.
An indemnified representative shall be deemed to have discharged such person’s duty to the Society if he or she has relied in good faith on information, advice or an opinion, report or statement prepared by:
1. One or more officers or employees of the Society whom the indemnified representative reasonably believes to be reliable and competent with respect to the matter presented;
2. Legal counsel, public accountants or other persons as to matters that the indemnified representative reasonably believes are within the person’s professional or expert competence; or
3. A committee of the Board of Management on which he or she does not serve as to matters within its area of designated authority, which committee he or she reasonably believes to merit confidence.
Section 3.
Mandatory Indemnification of Members of the Board of Management, Officers, etc. To the extent that a member of the Board of Management, officer, employee or agent of the Society has been successful on the merits or otherwise in defense of any action, suit or proceeding described in Section 1 or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses actually and reasonably incurred by such person in connection therewith.
Section 4.
Indemnification Not Exclusive.
The foregoing indemnification shall not be Deemed exclusive of any other right to which one indemnified may be entitled, both as to action in his official capacity and as to action in another capacity while holding such office, and shall inure to the benefit of the heirs, executors and administrators of any such person.
Section 5.
Insurance and Other Indemnification.
The Board shall have the power to (i) purchase and maintain, at the Society’s expense, insurance on behalf of the Society and on behalf of others to the extent that power to do so has been or may be granted by statute, and (ii) give other indemnification to the extent permitted by law.
ARTICLE XIV
BYLAWS
Section 1.
These Bylaws may be amended or repealed by a vote of two-thirds of the Members present at any regular meeting, the amendment or alteration proposed having been submitted in writing at the regular meeting preceding its consideration.
