CONSTITUTION
& BYLAWS
OF THE PILGRIM HENRY SAMSON KINDRED
CONSTITUTION
Section
1. The name of this nonprofit corporation shall
be “THE PILGRIM HENRY SAMSON KINDRED”
referred to in this document as the “Kindred.”
Section
2. The aim and purpose of the Kindred shall
be the preservation of the spirit and tradition of those
early pilgrims from beyond the sea, whose sturdy strength
and fearless integrity lie at the basis of our nation’s
greatness; the especial honoring of that man and wife
among them from whom we directly trace descent; the
publication of a Samson Genealogy and such other histories
and books as shall make suitable records for public
archives; and the establishment of some fitting memorials
of Pilgrim Henry and Anne (Plummer) Samson and Abraham
Samson (in Duxbury, Plymouth Colony by 1638) and his
wives; and lastly the fostering among the Kindred descendants
of these revered ancestors of a spirit of helpfulness
and comradeship and an honorable pride in the source
of their common generation..
Section
3. For the purposes of closer personal and
social relations, the furthering of the aims and the
building up of the membership of the Society, subordinate
chapters may be organized.
Section
4. All members of subordinate chapters must
first become members of the parent or national Society
and their application papers be approved by the Genealogist.
Section
5. This Constitution shall take effect after
ratification of the Triennial Meeting on 11 September
2005 by all interested parties in attendance.
Section
6. Dissolution. No part of the income of the
Kindred shall be paid, distributed, or otherwise inure
to the benefit or use of its Assistants (directors)
or officers or other private persons, except that the
Kindred shall be authorized to pay compensation in a
reasonable amount to its Assistants (directors) or officers
for services rendered, and to make payments and distributions
in furtherance of its general corporate purposes including
contributions and donations for charitable purposes.
Upon dissolution of the Kindred, the assets of the Kindred
shall not be distributed to its Assistants (directors)
or officers or other private persons. Upon such dissolution,
the Board of Assistants of the Kindred shall, after
paying or making provision for the payment of all corporate
liabilities and for the disposition of any property
committed to charitable purposes as required by statute
or court order, transfer and convey the remaining assets
to such charitable organization or organizations exempt
under Section 501(c)(3) of the U.S. Internal Revenue
Code (or equivalent successor provision) as the Board
of Assistants shall determine to be similar to the corporation’s
character, purpose, and method of operation.
Section
6. This Constitution may be amended by a two-thirds
vote at a Triennial Meeting after the membership shall
have been given notice at least two weeks before the
meeting of the proposed amendment.
BYLAWS
ARTICLE
I: ELIGIBILITY AND MEMBERSHIP
Section
1. Classes of Membership. There shall be four
(4) classes of membership with the following requirements.
1.
Active Member. Any person eighteen
(18) years of age or over who has filed a documented
lineage from Henry and Anne (Plummer) Samson, or Abraham
Sampson and his wives, which has been approved by
the Genealogist, may become an Active Member.
2.
Junior Member. Any person under eighteen
(18) years of age, who has filed a documented
lineage from Henry and Anne (Plummer) Samson, or Abraham
Sampson and his wives, which has been approved by
the Genealogist, may become a Junior Member. Junior
members may neither vote nor serve on the Board of
Assistants, however they may be appointed to one of
the various Committees.
3.
Associate Active Member. Any person
eighteen (18) years of age or over who has not
filed a documented lineage from either Henry and Anne
Samson or Abraham Samson and his wives. Associate
members may vote and serve on the Board of Assistants
in a non-officer capacity and the various Committee.
4.
Associate Junior Member. Any person
under the age of eighteen years (18) years of age
who has not filed a documented lineage from
Henry and Anne Samson or Abraham Samson and his wives.
Associate Junior Members may neither vote nor serve
on the Board of Assistants, however they may be appointed
to one of the various Committe.
Section
2. Applications of all types will be submitted
upon the form furnished by the Kindred. Lineage papers
with documentation will be submitted to the Kindred’s
Genealogist. For descendants of Henry Samson, a photocopy
of a lineage paper approved by, and bearing the signature
of, the Historian General of the General Society of
Mayflower Descendants (GSMD) and dated after 1982 (when
full documentation became required by the GSMD) will
be accepted in lieu of the Kindred’s form. In
all other instances, the Vol. 20 Parts 1 and 2 and any
subsequent Parts of the GSMD’s Pilgrim Families
Through 5 Generations, will be used to document
the first five generations of descent from Henry Samson.
For descendants of Abraham Sampson, a photo copy of
a lineage paper documenting descent from Capt. Myles
Standish through his granddaughter Lora Standish (daughter
of Alexander) and Abraham Sampson, Jr. (son of Abraham),
approved by, and bearing the signature of, the Historian
General of the General Society of Mayflower Descendants
and dated after 1982, will be accepted in lieu of the
Kindred’s form. In all other instances, the GSMD’s
Vol. 14 (Family of Myles Standish) will be
used to document the first five generations of descent
from Abraham Sampson through Abraham’s son Abraham
and his wife Lora Standish. Those claiming descent from
Abraham Sampson via his daughter Elizabeth and her husband
Philip Delano (son of Philippe Delano) will use the
GSMD’s 1999 Philip Delano of the “Fortune”
1621, or superceding editions.
Section
3. Withdrawal from membership. The Treasurer
will notify members failing to pay dues for one (1)
year that unless the arrears are paid within six (6)
months from the date of notice, they will stand suspended
and their names will be deleted from the rolls of members.
A
member may honorably withdrawal from the Kindred. It
shall be necessary that notice be given the Secretary
in writing of a desire to withdrawal at the end of any
current fiscal year to which all obligations are paid.
Section
4. Reinstatement of membership. Any prior member
may be reinstated by payment of such sum as may be determined
by the Board of Assistants from time to time.
ARTICLE
II: FEES DUES AND CERTIFICATES OF MEMBERSHIP
Section
1. Fees. An application fee appropriate as
determined by the Board of Assistants from time to time.
Section
2. Dues.
1.
All Members are subject to annual membership dues, which
will be determined by the Board of Assistants from time
to time. The annual dues are payable in advance.
Section
3. Certificates. Each member will be furnished
with an appropriate certificate of membership.
Section
4. All those joining the Kindred between the
date of the initial ratification of the Constitution
and Bylaws and 30 June 2006, shall be considered “Founders.”
ARTICLE
III: OFFICERS, EXECUTIVE BOARD, COMMITTEES AND APPOINTEES
Section
1. Officers. There shall be four (4) elective
officers of the National or parent Kindred organization:
a Governor, an Assistant Governor, a Secretary and a
Treasurer. All officers shall be Active members.
Section
2. Board of Assistants. The officers together
with the Governors of each subordinate Colony, a minimum
of three (3) Assistants, and two Past Governors shall
constitute the Board of Assistants. Associate Active
members may serve as Assistants. The Board of Assistants
is responsible for the administration of the Kindred’s
affairs between General Meetings.
Section
3. Committees. There shall be three standing
committees: Executive, Membership, and Education. Each
shall be chaired by one of the Assistants or another
member of the Kindred. Appointments shall be made at
the Triennial meeting of the membership: The Governor
shall chair the Executive Committee and is ex-officio
of all committees. All committees are to make reports
to the Board of Assistants.
Section
4. Nominations. The nominations for the Board
of Assistants shall be made by a Nominating Committee.
The Committee shall be chaired by the immediate past
Governor and three members appointed by the Governor.
The Committee shall present its slate to the Governor
by the 30th of June preceding the Triennial Meeting.
The members of this committee must be Active members.
At the Triennial meeting an Active member may make additional
nominations from the floor. Where there is no contest,
a voice vote may be taken; otherwise the vote shall
be by ballot.
Section
5. Term. The term of the Board of Assistants
shall be for three years, or until successors have been
duly elected. Officers are not limited to any number
of terms. The Assistants are divided into three year
groups. In order to stagger the term expiration, the
first year group term shall expire in 2008, the second
in 2011, the third in 2014. The members of each successive
year group may serve a maximum of two three-year terms
before rotating off for at least one year. Vacancies
caused by death or physical disability to perform the
duties of their respective offices may be filled for
the unexpired term by majority vote of the Board of
Assistants.
Section
6. Appointees There shall be appointed triennially
by the Board of Assistants an Internal Auditor, a Genealogist,
an Historian, an Elder/Chaplain, a newsletter Editor,
and a Webmaster. Each such appointee shall be experienced
in the work of his or her respective office. The Board
of Assistants may also appoint supporting members.
Section
7. Voting. Only Active or Active Associate
Members 18 years of age or older may hold office or
vote.
Section
8. Liability. During his or her term of office
and there after, no officer, assistant, committee chairman,
committee member, or appointee of the Kindred, or his
or her estate, personal representatives or heirs, shall
be liable to the Kindred or to anyone claiming under,
through or in the right of the Kindred by reason of
any action taken or omitted by him or her in good faith
in his or her capacity as such. The foregoing shall
not exclude other defenses or rights such officer, assistant,
committee chairperson, committee member or appointee
may be entitled to as a matter of law or equity. If
during his or her term of office or thereafter, any
officer, assistant, committee chairperson, or appointee,
estate, personal representative or heirs, shall reasonably
incur expenses or liabilities in resisting any claim
or litigation by whomever asserted, arising out of or
in connection with any action taken or omitted in good
faith as such, the Kindred shall indemnify him, her
or them against such expenses or liabilities. The Kindred
shall to the extent legally permissible and only to
the extent that the status of the Kindred as an organization
exempt under section 501(c)3 of the Internal Revenue
Code is not affected thereby, indemnify each of its
officers or other agents (including persons who serve
at its request as members, directors, officers or other
agents of another organization in which it has an interest)
against all liabilities and expenses, including amounts
paid in satisfaction of judgment, 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 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 interest of the Kindred; provided, however,
that as to any matter disposed of by a compromise payment
by such officer 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 Kindred, after notices 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
counsel to the effect that such officer or agent appears
to have acted in good faith in the reasonable belief
that his or her action was in the best interest of the
Kindred; or (c) by a majority of the disinterested members
of the Board Assistants entitled to vote. Expenses including
counsel fees reasonably incurred by any such officer
or agent in connection with the defense of disposition
upon receipt of an undertaking by such individual to
repay the amounts so paid to the Kindred if he or she
shall be adjudicated to be not entitled to indemnification
under (state) General laws, Chapter ---, Section --.
The right of indemnification thereby provided shall
not be exclusive of or affect any other rights to which
any officer 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 this Section, the
terms “officer” 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
IV: MEETINGS
Section
1. The regular business Triennial Meeting of
the Kindred shall be held in Plymouth, Massachusetts
in conjunction with the GSMD Triennial Congress, unless
voted otherwise by the Kindred or the Board of Assistants.
At the Triennial Meeting shall be held the election
of officers and the transaction of any other business
that may legally come before it.
All
meetings of the Kindred and the Board of Assistants
shall be conducted in accordance with Robert’s
Rules of Order.
Section
2. Business meetings may be called by the Board
of Assistants at any time provided notice of such meeting
together with the business to be transacted thereat
be given to the Board of Assistants membership at least
two weeks before said meeting. Meetings may be held
in person, by mail, phone or other means of communication.
Section
3. Ten (10) voting members shall be present
to constitute a quorum for the election of officers
and the transaction of business at a Kindred membership
meeting.
Section
4. Five (5) members of the Board of Assistants
shall constitute a quorum at a Board of Assistants meeting
and a majority vote of those present is required for
the passage of any motion or vote as determined by the
Board of Assistants from time to time.
Section
5. By majority vote of the Kindred or the Board
of Assistants, any matter of interest to the Kindred
may be submitted to the Kindred membership by mail and
with the request that they cast their vote on the referendum
ballot, which shall accompany the subject matter expressing
their wishes for or against, as determined by the Board
of Assistants from time to time.
ARTICLE
V: FISCAL YEAR
Section
1. The fiscal year of the Kindred shall commence
on the first day of July and end on the thirtieth day
of June of each year.
ARTICLE
VI: DUTIES OF ELECTED OFFICERS
Section
1. Governor. It shall be the
duty of the Governor to preside at all meetings of the
Kindred to act as chairperson of the Board of Assistants,
to oversee the general business and welfare of the Kindred,
to appoint all committees when not otherwise voted or
provided for, to endeavor to promote the aims and purposes
of the Kindred as expressed in Article I, Sections 2
and 3 of the Constitution, to carry out the expressed
will of the Kindred, and to report on the business of
his or her office to the meetings of the Board of Assistants
and present a written report at each Triennial Meeting
of the Kindred.
Section
2. Assistant Governor. It
shall be the duty of the Assistant Governor to preside
at meetings in the absence of the Governor, and to assume
all other duties of the office of Governor in the case
of his or her death or disability before the expiration
of his or her term of offie.
Section
3. Secretary. It shall be
the duty of the Secretary to keep the records of the
meetings of the Kindred and the Board of Assistants
in connection with the working purposes of the Kindred.
The Secretary shall render a triennial report of the
work of that office at the Triennial Meeting.
Section
4. Treasurer. The Treasurer
shall hold the funds of the Kindred and shall deposit
the same in the name of the Kindred in a bank or banks
or invested in such securities as may be designated
by the Board of Assistants or its designee. He or she
shall pay all bills, which have been authorized by the
Kindred or a majority of the Board of Assistants. He
or she shall collect all fees and dues, shall each year
send notices to members calling for payment and shall
make a full and audited report at the Triennial Meeting.
All payments of $200 or greater shall bear the signatures
of the Treasurer and Governor or Assistant Governor.
Section
5. Board of Assistants. It
shall be the duty of the Board of Assistants to carry
out the wishes of the Kindred as voted by the Triennial
Meeting, to arrange for other meetings when in its judgment
it deems best, to endeavor so far as it may to further
in every way the carrying out of the aims and purposes
of the Kindred as expressed in the Constitution, and
provide general management of the affairs of the Kindred,
its members making a report to the Triennial Meeting.
The
Board of Assistants shall have sole power to authorize
the expenditure of funds other than those ordered by
the Triennial Meeting, and to fill vacancies as provided
by Article III, Section 5 of these Bylaws. The Board
of Assistants shall hold its meeting in such place and
time as it may decide. The meetings shall be held at
the call of the Governor on his or her own initiative
or on the request made of him or her in writing by five
members of the Board of Assistants, the notices to be
sent out by the Secretary setting forth the time and
place of meeting and the purpose of same. Five (5) members
of the Board of Assistants shall constitute a quorum
and a majority vote of those present shall be required
for the passage of any motion or resolution. The Board
of Assistants may appoint committees as it may determine
from time to time, giving such committees such powers
as it may deem proper.
ARTICLE
VII: DUTIES OF APPOINTEES
Section
1. Internal Auditor. The Internal
Auditor shall audit the books and accounts of the Kindred
at the close of each fiscal year and make a written
report of his findings to the Board of Assistants and
the Triennial Meeting of the Kindred.
Section
2. Chaplain/Elder. The Chaplain/Elder
shall perform such duties as are assigned by the Governor
or the Board of Assistants. The Chaplain/Elder shall
make a written report to the Triennial Meeting of members
reported to him or her as having died but not previously
reported on, and conduct such memorial service as is
in keeping with the occasion.
Section
3. Genealogist. It shall be
the duty of the Genealogist to verify the authenticity
of the lineage of genealogies submitted by applicants.
If they are incorrect, he or she shall return same to
the applicant, setting forth the reasons therefore.
When the Genealogist approves or rejects the lineage
or genealogy, he or she shall signify approval by signing
and dating the same and notifying the Membership Chair
of such. The Genealogist shall maintain the Kindred’s
Genealogy Library and may order such books as necessary.
The Genealogist shall receive reimbursement for expenses
and may receive such additional remuneration, as the
Board of Assistants may deem appropriate from time to
time. The Kindred shall not pay for research or other
expenses necessary to perfect the lineage of any applicant.
Section
4. Historian. The Historian
shall collect and maintain those records, reports, and
files needed to publish, from time to time, a history
of the issues, decisions and activities of the Kindred.
The Historian will serve as the Kindred’s primary
liaison between the executive committee and the membership,
on the one hand, and the fields of academic history,
public history, archaeology, and historical preservation
in order to ensure that the Samson Kindred’s interpretation
and preservation of Henry and Anne (Plummer) Samson,
Abraham Sampson and his wives, their descendants, and
the Samson Kindred is informed by current professional
standards. The Historian will serve on all committees
that involve the Kindred in the interpretation and presentation
of history (e.g. the Communications and Education Committees).
The Historian shall collect and maintain those records,
reports and files needed to publish, from time to time,
a history of the issues, decisions and activities of
the Kindred.
Section
5. Webmaster. The Webmaster
shall be responsible for the design of the Kindred’s
Website and work closely with the Secretary and Education
Committee Chair who are charged with providing timely
notice to the Webmaster of Kindred happenings. The Website
is the Kindred’s window to the world and it shall
serve the educational mission of the Kindred by presenting
articles concerning the history and genealogy of both
the descendants and ancestors of Pilgrim Henry Samson
and his wife Anne Plummer, and of Abraham Sampson of
Duxbury and his wives. The submission of original articles
by members of the Kindred will be encouraged. The General
Society of Mayflower Descendants’ Policy #55,
Website Policy,” shall be considered the guide
for the operation of the Kindred’s Website.
Section
6. Newsletter Editor. The
Editor shall be responsible for the design and content
of the Kindred’s newsletter and work closely with
the Secretary and Education Chair who are charged with
providing timely notice to the Editor of Kindred happenings.
The Newsletter is the Kindred’s primary method
of communication with its members and shall serve the
educational mission of the Kindred by presenting articles
concerning the history and genealogy of both the descendants
and ancestors of Pilgrim Henry Samson and his wife Anne
Plummer, and of Abraham Sampson of Duxbury and his wives.
The submission of original articles by members of the
Kindred will be encouraged.
Section
7. Counselor. The Counselor
shall advise the Governor and the Board of Assistants
on legal matters, particularly those having to do with
the proper interpretation of the Constitution and Bylaws,
in order that the business of the Kindred may be transacted
lawfully and in accordance with the Constitution and
Bylaws.
ARTICLE
VIII: LOCAL COLONIES
Section
1. In any state, city, town or other geographical
subdivision, ten or more members may organize a Colony,
under the jurisdiction of The Pilgrim Henry Samson Kindred,
Inc., from whom charters of affiliation shall be secured.
Section
2. Each Colony so chartered shall elect officers
in accordance with bylaws promulgated by the Kindred
Board of Assistants. No actions shall be in conflict
with the Constitution and Bylaws of The Pilgrim Henry
Samson Kindred, Inc.
Section
3. Each Colony shall submit an annual activity
report including a financial report to the Kindred Secretary.
Section
4. Only those who are members in good standing
in The Pilgrim Henry Samson Kindred, Inc. shall be eligible
to retain membership in Subordinate Colony.
Section
5. Subordinate Colonies may use the designation:
(Name of Colony), The Pilgrim Henry Samson Kindred,
Inc. on stationery, etc.
ARTICLE
IX: AMENDMENTS
Section
1. These Bylaws may be amended by a majority
vote of qualified members present and voting at any
Triennial or special meeting, provided two weeks notice
has been given to the membership of the proposed amendments.
Section
2. These Bylaws shall take affect after ratification
of the Triennial Meeting on 11 September 2005.
(August 2, 2005 draft, September 11, 2005 mod.; September
20, 2005 correction)
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