Bylaws

Enacted the regular quarter meeting on September 1, 1973 and ammended

June 17, 1975
January 20, 1976
September 17, 1976
June 17, 1983
June 17, 1985
September 17, 1985
March 17, 1988
January 21, 1992
January 19, 1993
January 17, 1995
September 20, 1997
September 2001
September 2003

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, along with the appointed Directors Emeritus, shall together constitute the Board of Management. The appointive officers of the Society shall be the historian, two counsellors and two physicians. All the officers except for the Secretary and Treasurer 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 1:00 P.M. and close at 8 P.M. The elective officers and directors shall serve for two years, from March 17th 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. The election shall be conducted by a judge and two tellers to be appointed by the incumbent President. 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. A member who attends at least 50% of the regular business meetings, as published by the Society’s Secretary, in the two years preceding nominations shall receive recognition for his demonstrated interest in the Society by being designated an “Active Member”.. Eligibility to be nominated for office in the Society shall be limited to those members who qualify as "Active Members". 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, 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, 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 ballot must be received by the Secretary 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 by lottery as accomplished by the presiding officer immediately following the nominations.

Section 6. Director Emeritus - Any Board member having attained a total of 25 years service on the Board of Management and having reached the age of 55 shall become a Director Emeritus and have all the rights and privileges accorded elected Board of Management Directors. This position is a lifetime appointment and the Director Emeritus shall become ineligible to stand for election to any other Board position.

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.

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 perform their respective duties, to appoint all committee members and select the committee chairman, provided that with respect to the Budget and Investment Committees his appointment of members shall be subject to the advice and consent of the Board of Management and, to call special meetings whenever he deems it advisable or at the direction of a majority of the Board of Management 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 number 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 same in a book provided for that purpose. He shall also keep an alphabetical roll of living members, showing their names, occupations, addresses and dates of election. Furthermore the Secretary shall have the custody of and be responsible for maintaining a record of those members in attendance at each meeting of the Society in the form of a roll book which each member present must sign. The number of members present shall be noted in the minutes of each meeting.

Section 2. He shall have the custody of the corporate seal and all minutes of the Society and all papers pertaining to his office, keep the same in good condition and hand same over to his successor in office within ten days after the latter shall qualify.

Section 3. He shall execute the President's orders in reference to special meetings, shall send written notices to all members of all meetings at least three weeks before each quarterly meeting and four weeks before the annual meeting takes place, shall notify all committees of their appointments, shall attend all Society correspondence, keeping copies of the same on file, 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. He 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 received from the members during the year.

Section 4. He shall notify all members of their acceptance into the Society. He shall collect the initiation fees from such members, paying same over to the Treasurer who shall deposit such funds in the General Fund. He shall furnish a copy of each transaction to the Treasurer. He shall furnish all new members a certificate of membership, signed by the President and Secretary. He shall notify all members of their election or appointment as officers of the Society or members of committees.

Section 5 . He shall receive the bills of the Society, approve for payment, prepare payment vouchers for same and forward to the Treasurer for payment.

Section 6. He shall give bond in such sum as the Society may from time to time require and shall receive such compensation for his services as the Society from time to time may determine, excepting that following his election, the amount of such compensation shall not be changed for the ensuing term.

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, which records shall show the dates when interest is due, and in case of real estate mortgages or ground rents held by the Society, when rent, taxes and water rent or other charges shall be paid and when they are paid; and he shall send out proper bills in his name for such charges. In case payment of such charges is not made prior to the next quarterly meeting, it shall be his duty to report such failure in payment to the attorney of the Society.

Section 2. He 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, except the life membership fees, which shall be collected by the Secretary. He shall pay out the monies of the Society upon written order of the Secretary of the Society. He shall render a detailed report of the condition of the general fund at each quarterly meeting; he shall do and perform such other duties as are incident to the nature of his office, and shall give bond for the faithful performance of his office, in such sum as the Society shall from time to time require. At the meeting in January, he 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. He shall receive such compensation for his services as the Society from time to time may determine, excepting that, following his election, the amount of such compensation shall not be changed for the ensuing term.

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 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 six members must be present to transact business although the Board may act by a majority vote of the quorum present. The meetings of the Board shall be governed by Robert's Rules of Order, except in case of any conflict between said rules and the Bylaws of the Society, the Bylaws shall prevail.

Section 2. When directed by the Benevolence Committee or the Scholarship Committee, as the case may be, 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 or as authorized pursuant to Article XII, Section 2 of the Bylaws.

Section 5. The Board must approve any changes made in the Investment Fund of the Society.

ARTICLE VIII

Duties of Historian, Counsellors and Physicians

Section 1. The historian shall be responsible for the compiling of a complete historical record of the Society. He shall have authority from time to time to request from the officers of the Society information necessary for the performance of his 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 shall deem appropriate.

Section 2. It shall be the duty of the counsellors and physicians to give advice and assistance in their respective departments when requested by the Society or by any committee thereof.

Section 3. The offices of historian, counsellor and physician 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:

Budget Committee
Investment Committee
Membership Committee
Auditing Committee
Dinner Committee
Scholarship Committee
Benevolence Committee

Section 2. It shall be the duty of the Budget Committee to prepare an annual budget of the Society and to submit the same by June 1st, or at a later time as directed by the President, to the Board of Management for its approval. The committee shall consist of three members appointed by the President with the advice and consent of the Board of Management, provided that not more than two of the members may be officers or directors of the Society and that no member of the Investment Committee may serve on the Budget Committee.

Section 3. It shall be the duty of the Investment Committee to supervise and superintend the investments of the funds of the Society. The Chairman shall specify the changes made in the Society's portfolio at each regular or special Board meeting, for its approval; however the Committee shall not be required to obtain prior Board approval to make such changes.

The Committee shall consist of three members appointed by the President with advice and consent of the Board of Management, provided that not more than one of the members may be an officer or director of the Society and that no member of the Auditing Committee may serve on the Investment Committee.

The Investment Committee shall hold meetings in February, June and October of each year and at the call of any member of the Committee on twenty-four hours' notice.

Section 4. It shall be the duty of the Membership Committee to interview the applicant to verify the information on the application.

The Committee shall consist of three members to be appointed annually by the President.

Section 5. It shall be the duty of the Auditing Committee to audit the accounts of the Society annually. The Committee shall consist of three members to be appointed by the President. The Committee shall engage the services of a Certified Public Accountant once every two years to examine said accounts and report thereon at the next succeeding meeting, provided that a Certified Public Accountant shall be appointed at any time if voted by the members of the Society.

Section 6. It shall be the duty of the Dinner Committee to plan the Annual Dinner and the quarterly dinners and other social functions of the Society subject to the approval of the Board of Management. The Committee shall consist of three members to be appointed by the President.

The planned expenditures of the Committee shall not exceed that which has been budgeted by the Society for this purpose.

Section 7. To promote good will and friendship between the Peoples of the United States and Ireland, the Society may grant scholarships for studies in the Greater Philadelphia Area for students from Ireland, and for studies in Ireland by students from the Greater Philadelphia area. The scholarship may be undergraduate, post-graduate or for business and industry-focused studies. The award shall be offered annually, semi-annually or otherwise as deemed appropriate by the Scholarship Committee with the approval of the Board of Management. It shall be the duty of the 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 members appointed by the President.

Section 8. It shall be the duty of the Benevolence 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 by an ad hoc committee appointed by the President from among the lawyers and certified public accountant members of the Society skilled in the applicable tax laws. Provided compliance with such guidelines is completely observed and provided further that there is full compliance with the limitations on such expenditures as set forth in Article VII, Section 2 of the Bylaws, the Benevolence Committee is authorized to make such contributions as it approves hereunder, by notifying the Secretary to effect payment thereof, without the delay incident to approval by the Board of Management. The Benevolence Committee shall consist of three members appointed annually by the President.

Section 9. 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 male 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 on forms provided for that purpose stating name, address, occupation, date and place of birth and the basis of their Irish lineage and signed by two or more members of the Society in good standing, who shall, therefore, become their respective sponsors. Such application shall contain a declaration that the applicant agrees to be bound by the Constitution and Bylaws of the Society and shall be accompanied by the sum of $100.00.

Section 3. Hereditary membership may be established by the presentation of the names of males otherwise qualified for membership but for reason of minority are as yet ineligible. Such application for hereditary membership may be made on behalf of any qualified prospective member of any age by the execution and presentation of forms provided for that purpose and signed by at least two members in good standing. Such application shall be submitted after proper notice to the membership who shall vote upon it, and if elected the minor applicant shall become a hereditary or prospective member upon receipt by the Society of a membership fee in such amount as determined by the members. Upon attaining the age of eighteen years such hereditary member may submit an application for full membership, and if voted upon and approved by the Society shall become a regular member of the Society upon paying to the Society a sum equal to the initiation fee less the sum previously paid for the hereditary membership.

Section 4. It shall be the duty of the Secretary to notify applicants and acknowledge receipt of their applications. He then shall notify in writing the Trust Officer, the Treasurer and the Membership Chairman at least 21 days before each regular meeting giving all pertinent data, including name, occupation, address, sponsor, etc. The sum collected by the Secretary shall accompany the letter to the Trust Officer. After the applicant has been interviewed by the Membership Committee, the Secretary shall send the applicant an invitation to attend the meeting at which time his 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 appeared on the meeting notice sent to the general membership prior to the meeting. Unless the requirement is waived for good cause by the Board, the applicant, accompanied by at least one sponsor, must attend the meeting at which he is to be voted upon and inducted. If applicant fails to attend a meeting within the year or such extended period, his application 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.

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 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 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 date may be changed by the President after consultation with 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.

Section 4. Only members shall be permitted to attend meetings and/or have a right to deliberate except by consent of the Board of Management.

Section 5. All meetings shall be governed by Robert's Rules of Order, except in case of any conflict between said Rules and the Bylaws of the Society, the Bylaws shall prevail.

ARTICLE XII

Funds

Section 1. The funds of the Society shall be divided into (a) an Investment Fund and; (b) a General Fund. The Investment Fund shall consist of all monies heretofore accumulated and invested by the Society and from monies arising from legacies and gifts. The General Fund shall consist of membership dues and income arising from the Investment Fund and shall be available for annual expenditure. The General Fund shall be deposited in a bank or repository selected by the Board of Management and shall be paid out by check signed by any authorized member, as directed by a resolution of the Board of Management.

Section 2. Effective July 1, 1996, Operating Income of the Society shall include membership fees, excess income from Society functions, donations and investment income. Investment income shall include interest and dividends earned on investments, realized capital gains and unrealized appreciation of the investments. Should the annual operating income exceed the annual operating expenses plus the minimum charitable contributions required by the Internal Revenue Service, there shall be added to the investment fund an amount equal to the percentage increase in the consumer price index for the previous twelve months (measured as of June 30th each year) multiplied by the average market value of the investments for that same period or the excess for the year, whichever is lower, then at least 50% of the remaining excess, if any, shall be added to the investment fund and the balance of the excess shall be available for the next fiscal year's operating expenses and charitable expenditures. If the fiscal year's operating income is exceeded by the operating expenses plus the minimum charitable contributions required by the Internal Revenue Service, then the Society may withdraw from the investment fund an amount necessary to allow the Society to meet its charitable contribution requirement.

ARTICLE XIII

Order of Business

Section 1. The following shall be the order of business at the regular meetings:

Reading of Minutes
Election of Applicants to Membership
Report of Officers
Report of Committees
Nomination of Officers
Election of Officers
Unfinished Business
New Business
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 XIV

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:

where such indemnification is expressly prohibited by applicable law;
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:

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;
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
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 XV

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.