Rev. 19 April 2008
ARTICLE I: Name
The name of this Society shall be The Massachusetts Society of Mayflower Descendants.
ARTICLE II: Objects
The objects of this Society shall be:
To perpetuate to a remote posterity the memory of our Pilgrim ancestors. To maintain and defend the principle of civil and religious liberty as set forth in the Compact of the Mayflower, "For the glorie of God and advancemente of the Christian faith, and honor of our countrie."
To cherish, maintain, and extend the ideals and institutions of American freedom, and to oppose any theories or actions that threaten their continuity.
To transmit the spirit, the purity of purpose, and steadfastness of will of the Pilgrim ancestors to those who shall come after us, an undiminished heritage of liberty and law.
ARTICLE III: Membership
Every descendant of a passenger on the Mayflower voyage which ended at Plymouth, New England, on December 26, 1620, shall be eligible to membership in this Society.
Every application for membership in this Society shall be made on a "Preliminary Application" blank provided by the Society. Such application shall bear the autograph signature of the candidate.
Every applicant for annual membership shall forward to the Treasurer, with the preliminary application, the amount of the application fee, and every applicant for acceptance as a Life Member shall forward to the Treasurer, with the preliminary application, the amount of the application fee, and a deposit as required in Article IV, Section C of these bylaws.
Upon receipt at the Society's office of a preliminary application with required payment, a worksheet shall be furnished to the applicant and upon completion thereof, the worksheet shall be submitted to the Historian.
When an applicant's claimed line of descent from a Mayflower passenger has been proven to the satisfaction of the Historian and the Historian General, the Historian shall enroll the person and notify the Board of Assistants at the next Board Meeting that the applicant has been accepted for membership
Section D. Life Membership for Minors.
A minor descendant (i.e. under eighteen years of age) of any Mayflower passenger may apply for membership, but only as a Life Member. The Minor will be accepted for membership in the same manner as provided for adult members.
A minor member shall not be entitled to hold office, to vote in any meetings of the Society, or to count towards a quorum at such meeting.
A member shall who is a minor, without further action, become a Life Member on arriving at the age of eighteen years and shall thereafter be entitled to all the rights and privileges of regular membership.
Section E. Honorary Membership.
Any person who has made notable contributions to the history or the genealogy of the Mayflower Pilgrims, or who has performed distinguished public service, may be elected an Honorary Member of the Society. The name of a candidate for Honorary Membership shall be presented in writing at a regular meeting of the Board of Assistants. The candidate shall be voted upon and a two-thirds vote of those present and voting, a quorum being present, shall be necessary for approval.
A candidate who has been duly approved by the Board of Assistants may be elected an Honorary Member at any regular or special business meeting of the Society, provided that notice of such proposed action has been given in the formal call for the meeting. A two-thirds vote of those present and voting, a quorum being present, shall be required for election.
An Honorary Member of this Society shall not be required to pay annual dues.
Any member, for cause or conduct prejudicial to the interests of the Society, may be suspended or expelled by a two-thirds vote of the Board of Assistants. But no member shall be suspended or expelled unless written charges against such member have been presented to the Board of Assistants, who shall give the member reasonable opportunity to be heard and refute such charges.
This section shall not apply to the termination of membership under Article IV, Section E, relating to the nonpayment of dues.
If the proofs of eligibility of any member are later found in error, the Historian shall so notify the member and ask the member's assistance in substantiating the member's claim or in providing another line. If the member has been proposed and accepted for membership in good faith the member may continue to be a member of the Society, but the member's card and credentials shall be marked incorrect and no other person may be accepted on the disputed line until such time as the Historian General has received and approved additional evidence.
The Board of Assistants shall accept in transfer members from any affiliated State Society of Mayflower Descendants. Any member seeking transfer must make such request in writing to the Society office and include a letter of good standing from the current State Society and a copy of his, or her, lineage papers. The Board of Assistants discretion excuse the application fee and annual dues for that year of such applicants for membership.
Any member may withdraw from the Society by giving written notice of the member's resignation to the Society office. If a member owes dues for the year in which s/he resigns, or if a member is dropped for non-payment of dues, those dues shall be required to be paid prior to consideration of re-admission.
The Board of Assistants shall have the authority to make additional rules governing the re-admission of former members who have resigned their membership or have been dropped because of unpaid dues.
On the resignation or death of a member, or forfeiture of membership, all the member's rights and interests in the Society shall cease.
ARTICLE IV: Dues and Fees
The Application Fees and deposit(s), if any, for Life Membership, Life Membership for minors, and Annual Memberships shall be established by the Board of Assistants. Application Fees shall be paid to the Society and are not refundable regardless of the acceptance or rejection of the applications.
The Annual Dues shall be payable at the time of acceptance for membership and on the first day of each succeeding January.
Applicants for Life Membership shall submit either a full deposit, or half thereof, with the preliminary application; the remainder shall be paid when the application is accepted. If the applicant for Life Membership does not succeed in establishing eligibility or is not accepted for membership, the submitted Life Membership deposit shall be returned.
Life Members shall be exempt from the payment of annual dues. Any member in good standing who has been paying dues annually may become a Life Member by paying the Life Membership Fee.
Members who have not paid their annual dues by the fifteenth day of February in any year shall be notified of the fact, by mail, to their last known address. Members who are in arrears on the fifteenth day of March shall be debarred from the privileges of membership, and the membership of those not paying on or before the thirtieth day of June shall cease on the date.
The Board of Assistants shall have the authority, at its discretion, to excuse the dues of any member.
The Board of Assistants shall have power to make rules governing the readmission of former members whose names have been dropped from the roll for nonpayment of dues.
Members who file Supplemental Lines of Descent shall pay to the Society a Supplemental Application fee, the amount of which shall be established by the Board of Assistants, for each line filed. The Supplemental Application Fees are not refundable regardless of the acceptance or rejection of the Supplemental Application.
The Board of Assistants shall be empowered to solicit voluntary contributions from the members of the Society and others for purposes furthering the objects of the Society, as set forth in Article II, upon majority vote of the Board of Assistants.
ARTICLE V: Officers
The officers of this Society shall be a Governor, a Deputy Governor, a Secretary, a Treasurer, a Historian, a Captain, an Elder, a Surgeon, and a Counselor.
The Officers and nine Assistants shall constitute the Board of Assistants.
They shall be elected by ballot, at the annual meeting, by plurality vote. In case of but one candidate for any vacancy, the vote may be taken by voice.
The terms of office of the officers shall be for one year or until their successors are elected. The terms of office of the Assistants shall be for three years, with the terms of office of three Assistants expiring each year. Three Assistants shall be elected each year to fill the resulting vacancies. The Board of Assistants may fill any vacancy occurring in the list of Officers or Assistants until elections are held at the next annual meeting.
In addition to the nine elected Assistants, all former Governors of the Society shall be, ex officio, Assistants while they remain members of the Society.
The Society shall to the extent legally permissible and only to the extent that the status of the Society as an organization exempt under section 501(c)(3) of the Internal Revenue Code is not affected thereby, indemnify each of its officers, employees or other agents (including persons who serve at its request as members, directors, officers, employees, or other agents of another organization in which it has an interest) against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred by him or her in connection with the defense or disposition of any action, suit, or other proceeding, whether civil or criminal, in which he or she may be involved or with which he or she may be threatened, while in office or thereafter, by reason of his or her being or having been such an officer, employee, or agent, except with respect to any matter as to which he or she shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Society; provided, however, that as to any matter disposed of by a compromise payment by such officer, employee, or agent, pursuant to a consent decree or otherwise no indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as in the best interests of the Society, after notice that it involves such indemnification: (a) by a disinterested majority of the members of the Board of Assistants then in office; or (b) by a majority of the disinterested members of the Board of Assistants then in office, provided that there has been obtained an opinion, in writing, of independent legal counsel to the effect that such officer, employee, or agent appears to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Society; or (c) by majority of the disinterested members of the Board of Assistants entitled to vote. Expenses including counsel fees reasonably incurred by any such officer, employee, or agent in connection with the defense or disposition upon receipt of any such action, suit, or other proceeding may be paid from time to time by the Society in advance of the final disposition upon receipt of an undertaking by such individual to repay the amounts so paid to the Society if he or she shall be adjudicated to be not entitled to indemnification under Massachusetts General Laws, Chapter 180, Section 6. The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any officer, employee, or agent may be entitled. Nothing contained herein shall affect any rights to indemnification to which corporate personnel may be entitled by contract or otherwise under law. As used in the Section, the terms "officer," "employee," and "agent" include their respective heirs, executors and administrators, and an "interested" member is one against whom in such capacity the proceedings in question or another proceeding on the same or similar grounds is then pending.
ARTICLE VI: Duties of Officers
Section A. Governor.
The Governor shall preside at all meetings of the Society and the Board of Assistants and shall perform such other duties as usually pertain to that office. The Governor shall be an ex officio member of all committees except the Nominating Committee. The Governor shall, subject to the approval of the Board of Assistants, appoint all Committees mentioned in Section K of this Article, except for the Nominating Committee.
Each January, the Governor for the past year shall present a report relative to the past year's activities to the Board of Assistants.
Section B. Deputy Governor.
In the absence or disability of the Governor, the Deputy Governor shall perform the duties of the Governor.
Section C. Secretary.
The Secretary shall give due notice of all meetings of the Society and of the Board of Assistants; keep an accurate record of the proceedings of such meetings; keep a roll of the members of the Society; notify the Secretary General, by July 15th, the membership number as of July 1 st in the year in which a Congress is held; conduct the correspondence of the Society; have charge of the Seal and all documents belonging to the Society; and shall perform such other duties as the office may require. The Secretary shall be an ex officio member of all standing committees.
Section D. Treasurer.
The Treasurer shall oversee the collection of all application fees, dues, and any other sums due the Society, shall attend to all disbursements, and shall have charge of all funds of the Society, under the direction of the Board of Assistants. The Board of Assistants may appoint an Assistant Treasurer to serve in the absence or disability of the Treasurer. The Treasurer shall keep the accounts of the Society and shall report, at each meeting of the Board of Assistants, the balance of any moneys on hand and the outstanding obligations of the Society as far as practicable, and shall at the annual meeting report in full the receipts and disbursements of the previous year. This book of accounts shall at all times be open to the inspection of any member of the Board of Assistants or of the Finance Committee. The Treasurer's accounts shall be independently audited annually or oftener as the Board of Assistants may direct.
The Treasurer shall be a member of the Finance Committee and a member, ex-officio, of the Investment Committee. The Treasurer and Assistant Treasurer shall give such bonds for the faithful discharge of their duties as may be required by the Board of Assistants, and the expense of such bonds shall be borne by the Society.
Section E. Historian.
The Historian shall have full responsibility for determining the eligibility of applicants and the preparation of lineage papers, which, when properly executed and approved by the Historian, shall be submitted to the Historian General for review.
The Historian shall notify new members of their acceptance. If for any reason the Historian is unable to perform the Historian's duties, the Board of Assistants may appoint an Acting Historian to verify and approve applications during the Historian's absence.
Section F. Captain.
The Captain shall act as marshal on all occasions of ceremony.
Section G. Elder.
The Elder shall be a regularly ordained elder, bishop, minister, or deacon of a Christian church. The Elder shall have charge of all memorial services and shall open each meeting of the Society with prayer.
Section H. Surgeon.
The Surgeon shall have been duly admitted to the practice of medicine and shall perform such duties as the office may require.
Section I. Counselor.
The Counselor shall be a member of the bar of the Commonwealth of Massachusetts, and shall perform such duties as the office may require.
Section J. Board of Assistants.
The management and control of the affairs of the Society, subject in all respects to such instructions and limitations as may from time to time be prescribed by the Society, shall be in the hands of the Board of Assistants except as hereinafter provided.
The Board of Assistants shall have full powers with respect to all funds of the Society, including collections, investments, and disbursements.
The Governor with the approval of the Board of Assistants shall, at its first meeting after the annual meeting, appoint the following Standing Committees: Membership, House and Collections, Investment, Publication, Library, Entertainment, Education, Scholarship, Public Information, and Finance. Each of these shall consist of not less than three nor more than five members, and any ex-officio members. Members shall serve until the first meeting of the Board of Assistants after the annual meeting. Reports shall be made by the chairmen at each meeting of the Board of Assistants. Committee Chairmen not on the Board of Assistants should attend meetings of the Board of Assistants, ex officio, to report and to keep informed, but without vote.
The Board of Assistants may fill any vacancy occurring in the list of Officers, Board of Assistants, or committees until the next election.
The Board of Assistants in the last quarter of each calendar year shall appoint a committee of five members of the Society, not members of the Board other than former Governors, to act as the Nominating Committee.
ARTICLE VII: Duties of Committees
Section A. Membership Committee.
The Membership Committee shall devise and carry out means for maintaining and increasing the membership of the Society.
Section B. House and Collections Committee.
The House and Collections Committee shall have charge of the House and its contents and artifact collections including collection items on loan to other organizations, entities, and individuals.
Section C. Investment Committee.
The Investment Committee, of which the Treasurer and the Finance Committee Chairman shall be members, ex-officio, shall have full power and control over all investment funds of the Society, subject in all respects to such instructions and limitations as may be prescribed by the Board of Assistants.
Section D. Publication Committee.
The Publication Committee shall have charge of all publications.
Section E. Library Committee.
The Library Committee, under the guidance of the Librarian/Archivist, shall have charge of all books, files, manuscripts, archives, and pamphlets; and shall report to the Board of Assistants the acquisition of such, whether acquired by purchase or gift. It shall also endeavor to secure contributions of such materials. The Library Committee shall be responsible for the maintenance of the Society's website.
Section F. Entertainment Committee.
The Entertainment Committee shall have charge of all plans for entertainment and social meetings of the Society.
Section G. Education Committee.
The Education Committee shall have charge of the development and distribution of educational material and the development of the Society's educational outreach programs.
Section H. Scholarship Committee.
The Scholarship Committee shall provide oversight to the office staff who have the responsibility to prepare and distribute the information and application forms, and to receive the same. The Scholarship Committee shall evaluate the applications and recommend to the Board of Assistants the recipients of the Society's annual scholarship awards.
Section I. Public Information Committee.
The Public Information Committee shall have charge of informing news media and other groups of those events, actions, and other business of the Society that may be of interest to the general public.
Section J. Finance Committee.
The Finance Committee, of which the Treasurer shall be a member, shall have responsibility for the development and oversight of the annual operating budget of the Society and for the development and implementation of short and long term fund raising programs to secure the Society's economic future. The Finance Committee Chairman shall serve as a member, ex-officio, of the Investment Committee.
Section K. Personnel Committee.
The Personnel Committee, composed of the Governor, Deputy Governor, Secretary, and Treasurer of the Society, may be chaired by the Deputy Governor, at the discretion of the Governor. The committee shall have the following responsibilities:
To oversee and coordinate the work of all employed personnel to ensure the smooth and efficient attainment of the Society's goals.
When necessary, to interview and nominate to the Board of Assistants candidates for the positions of Executive Secretary, Librarian/Archivist, and/or Historian. Other staff positions will, as necessary, be filled by the Executive Secretary with cooperation of the Committee.
To conduct an annual review of staff compensation and benefits programs and assure budgetary provision for same.
Section L. Nominating Committee.
The Nominating Committee shall prepare a list of Officers and Assistants to be elected at the Annual Meeting and present the same to the Board of Assistants at their March meeting. A copy shall be sent by the Society office to each member of the Society with the notice of the Annual Meeting. Members of the Nominating Committee may not be nominated for office.
Section M. Audit Committee.
The Audit Committee shall review the report of the independent auditor and perform any other appropriate duties as the Society may require.
ARTICLE VIII: Meetings
The annual meeting shall be held during the months of March, April, or May on the date selected by the Board of Assistants.
Special meetings of the Society shall be held at the written request of twenty members, or by vote of the Board of Assistants.
The Board of Assistants shall meet once in each quarter, unless, in the opinion of the Governor or the Deputy Governor and the Secretary, there is sufficient reason to warrant not holding a meeting, in which case a meeting may be omitted.
Five members of the Board of Assistants shall constitute a quorum.
Special meetings of the Board shall be held at the written request of three of its members, or at the call of the Governor.
Notices of all meetings of the Society shall be sent to each member at least thirty (30) days before the meeting. Notices of all meetings of the Board of Assistants shall be sent at least fourteen (14) days before the meeting.
At all meetings of the Society, twenty-five members shall constitute a quorum.
ARTICLE IX: Permanent Funds
The Restricted Fund, otherwise known as the Mayflower Memorial Fund, shall consist of gifts in memory of Mayflower passengers. The principal shall be kept intact, as a permanent fund, and shall be invested under the direction of the Investment Committee. The income shall be used in research and publication work of the Society.
The Unrestricted Fund shall consist of gifts in memory of deceased descendants of Mayflower passengers, all Life Membership fees received and other appropriate gifts and bequests to the Society. The principal shall be kept intact, as a permanent fund, and shall be invested under the direction of the Investment Committee. The income shall be used for the current expenses of the Society.
ARTICLE X: Fiscal Year
The Fiscal year of the Society shall begin on the first day of January and end on the last day of December of each year.
ARTICLE XI: Amendments
These bylaws may be amended, at any annual or special meeting of the Society, by a vote of two-thirds of those present and voting, a quorum being present; but no amendment shall be adopted unless such amendment shall have been stated in full in the call for the meeting.