ByLaws of The Society of The Friendly Sons of St. Patrick
Enacted at the regular quarter meeting on June 14, 2016.
The name of the Society shall be "THE SOCIETY OF THE FRIENDLY SONS OF ST. PATRICK FOR THE RELIEF OF EMIGRANTS FROM IRELAND."
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
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.
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
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.
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.
Duties of the Secretary
Section 1. The Secretary shall keep full and accurate minutes of the proceedings of all
meetings and report it 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 Business meeting of the
Society in the form of an electronic registration using the members society issued ID
barcode card and or a roll book, which a member present may sign.
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
distribute 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 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 receive the bills of the Society, approve for payment, and prepare
payment vouchers for same and forward to the Treasurer for payment.
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. 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. 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. 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.
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.
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 elected
and 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
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.
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
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.
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.
Duties of Historian and Counselor
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 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.
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 scholarship funds at Villanova University and
St. Joseph's University for students studying in Ireland. These scholarships are awarded
through the respective Universities. For scholarship grants not funded through the
society’s endowed university’s funds, 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
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.
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,
email address, occupation, date and place of birth, the basis of their Irish lineage and
signed by a sponsoring member 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 then shall notify the Treasurer and
Secretary at least 7 days before 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 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 the Board waives the requirement for good
cause, 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, as approved by the Board, his membership fee will be
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 address submitted on member’s original application
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.
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 1, 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 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. 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
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 Officers
4. Report of Committees
5. Nomination of Officers
6. Election of Officers
7. Unfinished Business
8. New Business
Section 2. Members elected at this meeting shall not vote until the next regular or special
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.
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
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
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
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.
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.