By-Laws

GOVERNOR PAUL HAMILTON CHAPTER
South Carolina Society
Sons of the American

BY-LAWS
September 19th, 2014

ARTICLE I - NAME, LOCATION AND MEMBERSHIP

Section 1. Name. The name of this organization is the Governor Paul Hamilton Chapter of the Sons of the American Revolution (CHAPTER) .

Section 2. Purpose. The purpose of the CHAPTER is to foster and promote the purposes and ideals of the National Society of the Sons of the American Revolution and the South Carolina Society of the Sons of the American Revolution in the geographic area being North of the Broad River in Beaufort County, S.C.

Section 3. Agent. The registered agent shall be the Secretary in office at any given time.

Section 4. Office. The registered office of the CHAPTER shall be the address of the Secretary from time to time.

Section 5. Membership. Upon admission as a member by the National Society and the South Carolina Society of the Sons of the American Revolution, a person can become a MEMBER of the CHAPTER. Upon termination by the National Society or the South Carolina Society, a person shall be terminated as a MEMBER.

Section 6. Suspension on of Voting Rights. During any period in which there shall be in default of the performance of the provisions of these BYLAWS, the voting rights of a MEMBER may be suspended by the BOARD until such time as compliance has been made.


ARTICLE II - MEETINGS OF CHAPTER

Section 1. Place of Meetings. Meetings of the CHAPTER shall be held at a place in Northern Beaufort County, South Carolina (i.e. North of the Broad River) at such suitable place convenient to the MEMBERS as may be designated by the BOARD.

Section 2. Annual Meeting. An annual meeting of the MEMBERS shall be called by the BOARD and shall be held in the month of December of each year.

Section 3. Quarterly Meetings. The CHAPTER shall conduct a meeting of the MEMBERS in each calendar quarter of each year as called by the BOARD.

Section 4. Special Meetings. Special meetings of the MEMBERS may be called at any time by (a) the President, or (b) by resolution of the BOARD, or upon the receipt by the Secretary of a petition signed by MEMBERS holding greater than ten per cent (10%) of the total vote of the CHAPTER. The call of a special meeting shall be by notice by the Secretary stating the date, time, place, purpose and order of business of such special meeting. Only the business stated in the notice may be transacted at a special meeting except by written consent of seventy-five per cent (75%) of the MEMBERS. If a resolution is to be voted on at the Special Meeting, the language of the proposed resolution must be sent with the notice of the meeting.

Section 5. Notice of Meetings. The Secretary shall mail (or communicate) a written notice of each meeting, stating the purpose thereof as well as the date, time and place where it is to be held, to each MEMBER at the last address of such MEMBER at least fifteen (15) days prior to such meeting. Mailing notice as herein provided shall be deemed delivery thereof. Any MEMBER may waive notice of the meeting in writing either before or after the meeting. Attendance of a MEMBER at a meeting, either in person or by proxy, except for the purpose of stating, at the beginning of the meeting, any objection to the transaction of business, shall constitute waiver of notice and waiver of any objection of any nature whatsoever as to  sanction of any business at such meeting. It is the responsibility of each MEMBER  to maintain a current mailing address with the Secretary.

Section 6. Order of Business. The order of business at each quarterly and annual meeting shall be as follows, to wit:

  1. Roll call.
  2. Proof of notice of meeting or waiver of notice.
  3. Reading of minutes of preceding meeting.
  4. Reports of officers.
  5. Reports of committees, if any.
  6. Election of Board.
  7. Unfinished business.
  8. New business.
  9. Adjournment.

The order of business at a special meeting shall include items a through c above, and thereafter, the items specified in the meeting notice.

Section 7. Quorum. At all meetings, regular or special, a quorum shall consist of the presence in person or by proxy, of MEMBERS holding forty per cent (40%) or more of the total votes i n the CHAPTER. If a quorum shall not be present at any meeting, a majority vote of those present, in person or by proxy, may adjourn the meeting from time to time until a quorum can be obtained which shall be twenty five per cent (25%) of the total votes of the CHAPTER at any adjourned meeting ng.  At any such adjourned meeting, any business which might
have been transacted at the meeting as originally called may be transacted without further notice.

Section 8. Voting Rights. Each MEMBER in good standing shall be entitled to one vote. Any Member delinquent in the payment of dues or that has been determined by the BOARD to be in breach of any of the terms and conditions of these BYLAWS or the RULES OF CONDUCT shall not be entitled to vote and their vote shall not be used to determine a quorum.

Section 9. PROXY. Votes may be cast by written proxy from a MEMBER to another MEMBER. Proxies must be filed with the Secretary before the designated time of each meeting. Proxies must be signed by the MEMBER principal.

Section 10. Majority Vote. Acts authorized, approved or ratified by the casting of a majority of the votes represented at a meeting at which a quorum is present, in person or by proxy, shall be the acts of the CHAPTER, except where a higher percentage vote is required by these BYLAWS and shall be binding for all purposes.

Section 11. Actions Without Meeting. Any action which may be taken at a meeting of the  MEMBERS may be taken without a meeting if a consent   or ratification, in writing, setting forth the action so taken or to be taken shall  be signed by MEMBERS who would be entitled to cast seventy-five per cent (75%) of the total votes of the CHAPTER and such consent is filed with the Secretary  of the CHAPTER and is inserted in the Minute Book thereof.

Section 12. Mail Ballot Voting. Upon a determination by the BOARD, the MEMBERS can vote for DIRECTORS by a mail ballot if there is a contested election.


ARTICLE Ill - BOARD OF DIRECTORS

Section 1. Number. The business and affairs of the CHAPTER shall be governed by a Board of DIRECTORS (herein referred to as the "BOARD") consisting of these persons:

  1. The President.
  2. The Vice President.
  3. The Secretary.
  4. The Treasurer.
  5. The Registrar.
  6. The Genealogist.
  7. The Chaplin.
  8. The Color Sergeant.

Each DIRECTOR shall be a MEMBER at least two years prior to their election. Any qualified person may be re-elected for up to six consecutive years. Candidates and Board members must be in "good standing" at all times. The term "good standing" means there has not been a written decision by the BOARD of a default in these Bylaws or the Rules of Conduct by the DIRECTOR.

Section 2. Election and Term of Office. At the annual meeting of the CHAPTER in odd numbered years the MEMBERS shall elect the DIRECTORS to serve for two-year terms. DIRECTORS shall serve until their successors are elected and sworn into office.

Section 3. Power and Duties. The BOARD shall manage and direct the affairs of the CHAPTER and, shall exercise such duties and responsibilities as it may deem necessary in the exercise of its powers, pursuant to the National and State Bylaws.

Section 4. Vacancies. Vacancies on the BOARD caused by any reason other than the removal by a vote of the MEMBERS shall be filled by a vote of the majority of the remaining members of the BOARD, even though they may constitute less than a quorum, and each person so elected in that manner shall serve until a successor is elected at the next annual meeting. Vacancies caused by removal of the MEMBERS shall be filled by vote of the MEMBERS at the same meeting at which a BOARD member is removed.

Section 5. Removal. At any regular, or a special meeting of the CHAPTER duly called for only such purpose, any one or more of the BOARD members may be removed with or without cause by a vote of sixty seven percent (67%) of the total votes of the MEMBERS with fifteen (15) days written notice being given by the Secretary to the DIRECTOR to be removed. Any DIRECTOR whose removal has been proposed shall be given an opportunity to be heard at such meeting. A successor DIRECTOR can then be elected by the MEMBERS.

In addition, any member of the BOARD can be removed for cause by a vote of all the other BOARD members. In such event, the BOARD shall elect a new BOARD member to serve until the next annual meeting and the MEMBERS shall elect someone to complete the term.

Termination of MEMBERSHIP of a DIRECTOR shall automatically terminate his term of office. A DIRECTOR who does not attend three Board meetings in one year without a reasonable excuse shall automatically be dismissed as a DIRECTOR.

Section 6.   Regular Meetings.   A meeting of the BOARD shall be  held immediately following the annual meeting of the MEMBERS and regular meetings thereafter shall be held on such dates and at such place and hour, but not less frequently than  calendar  quarterly,  as  may  be fixed  from  time   to time by resolution of the BOARD.  Notice of regular meetings of the  BOARD shall be given to each DIRECTOR, personally or by mail, telephone, telegraph, or email at least three (3) days prior to the day of such meeting; provided, however, notice of the first regular meeting shall  not be required to  be given to the DIRECTOR provided that a majority of the entire BOARD is present at such meeting. Should any such meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday.

Section 7. Special Meetings. Special meetings of the BOARD may be called by the President on three (3) days’ notice to each DIRECTOR, given personally or by mail, email, telephone or telegraph, which notice shall state the date, time, place (as herein above provided) and purpose of the meeting. Special meetings of the BOARD may also be called by the Secretary or upon the written request of at least two (2) DIRECTORS.

Section 8. Waiver of Notice. Before or at any meeting of the BOARD any BOARD Member may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a DIRECTOR at any meeting of the BOARD shall be a waiver of notice by him of the date, time and place thereof. If all the DIRECTORS are present at any meeting of the BOARD, no notice shall be required, and any business may be transacted at such meeting.

Section 9. Quorum. At all meetings of the BOARD, a majority of the then qualified BOARD shall constitute a quorum for the transaction of business, and the acts of the majority of the DIRECTORS present at a meeting at which a quorum is present shall be the acts of the BOARD. If, at any meeting of the BOARD, there be less than a quorum present, the majority of those present may adjourn the meeting from time to time. At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice.

Section 10. Compensation. No DIRECTOR shall receive compensation for any service he may render to the CHAPTER nor shall the CHAPTER make any loan, directly or indirectly, to a DIRECTOR. A DIRECTOR may be reimbursed for the expenses incurred by him (as approved by the BOARD in advance) in the performance of his duties.

Section 11. Action by BOARD Without a Meeting. The BOARD shall have the right to take any action which it could take at a meeting by obtaining the written approval or ratification of all. Any action so approved shall have the same effect as though taken at a meeting of the BOARD.

Section 12. Liability. To the extent permitted by the South Carolina law in effect at the applicable time, no DIRECTOR shall be liable to any a MEMBER for injury or damage caused by such DIRECTOR in the performance of his duties unless due to the willful misfeasance or malfeasance of such DIRECTOR. Furthermore, each DIRECTOR shall be indemnified by the CHAPTER against all liabilities and expenses, including attorneys' fees, reasonably incurred and imposed upon him in connection with any proceeding to which he may be a party or in which he becomes involved by reason of his being or having been and DIRECTOR whether or not he is a DIRECTOR at the times such expenses and liabilities are incurred, except in such cases where the DIRECTOR is adjudged guilty of willful misfeasance or malfeasance in the performance of his duties; provided, however, that in the event of a settlement, the indemnification shall apply only when the BOARD approves such settlement and reimbursement as being in the best interest of the CHAPTER. Such indemnity shall be subject to approval by the members of the CHAPTER only when such approval is required by the laws of South Carolina.

Section 13. Rules. The BOARD may adopt rules of procedure for the conduct of their meetings.

Section 14. Committees. The BOARD shall appoint such committees as it deems necessary to investigate issues and report finding to the BOARD. Committees shall keep minutes of their activities and file written copies with the BOARD each calendar quarter. The BOARD shall appoint a chairman and Secretary of the appointed committees.

Section 15. Budget. Prior to the annual meeting of MEMBERS, the BOARD shall adopt a budget and shall present it to the MEMBERS for review and comment at the annual meeting.


ARTICLE IV - OFFICERS

Section 1. Number and Election. There shall be elected biannually on odd numbered years by and from the MEMBERS a President, Vice President, a Secretary, and a Treasurer.

Section 2. Removal and Vacanci es.   A vacancy in the office of an officer shall be filled by the BOARD at its next meeting.  The officer elected to such vacancy shall serve for the remainder of the term of the officer he replaces.

Section 3. Duties. The duties of the officers shall be as follows, to wit:

  1. President. The President shall be the chief executive officer and shall preside at all meetings of the BOARD and the CHAPTER, shall see that orders and resolutions of the BOARD are carried out, shall co-sign with another officer all contracts, promissory notes, mortgages and similar documents, if any, and shall perform such other duties as may be delegated to him by the BOARD. He shall have all the general powers and duties which are incident to the office of President of a corporation organized under the laws of South Carolina.

  2. Vice President. The Vice President shall assume the duties of the President in his absence. In addition, the Vice President shall be responsible for the development of new members of the CHAPTER.

  3. Secretary. The Secretary shall transcribe and record the votes of the MEMBERS and the BOARD and keep the minutes of all meetings and proceedings of the MEMBERS and the BOARD and the CHAPTER; keep appropriate current records, designating the MEMBERS of the CHAPTER together with their addresses and designating those members entitled to vote; file the required reports with the State and National societies; and perform such other duties as may be required of him by the BOARD or incident to the office of Secretary of a corporation organized under the laws of South Carolina

  4. Treasurer. The Treasurer shall be responsible for the monies of the CHAPTER, shall prepare financial reports of the activities of the CHAPTER, and shall maintain duties as may be designated by the BOARD or incident to the laws of South Carolina.

  5. Other Officers. The other officers named in Article Ill Section I above shall perform those duties which are consistent with the same office of the National and State societies.

Section 4. Compensation. Officers shall not be compensated for the services rendered to the CHAPTER incident to their offices, nor shall the CHAPTER make loans, directly or indirectly, to any officer. The officers may be reimbursed for reasonable out of pocket expenses incurred on behalf of the CHAPTER, upon approval of the BOARD in advance.

Section 5. Liability. To the extent permitted by South Carolina law in effect at the applicable time, no officer shall be liable to any MEMBER for injury or damage caused by such officer in the performance of his duties unless due to the willful misfeasance or malfeasance of such officer. Furthermore, each officer shall be indemnified by the CHAPTER against all liabilities and expenses, including attorneys' fees, reasonably incurred and imposed upon him in connection with any proceeding to which he may be a party or in which he becomes involved by reason of his being or having been an officer of the CHAPTER, whether or not he is an officer of the CHAPTER at the times such expenses and liabilities are incurred, except in such cases where the officer is adjudged guilty of willful misfeasance or malfeasance in the performance of his duties; provided, however, that in the event of a settlement, the indemnification shall apply only when the BOARD approves such settlement and reimbursement as being in the best interest of the CHAPTER. Such indemnity shall be subject to approval by the Members of the CHAPTER only when required by South Carolina law.


ARTICLE V - RULES OF CONDUCT

Section 1. Conduct of Members. All MEMBERS, their families, guests, or visitors, shall at all times observe the published RULES of Conduct which may be established from time to time by the BOARD.

The RULES of Conduct shall be kept by the Secretary in a separate book for such purposes. In the discretion of the BOARD, a separate Rules Committee of three (3) members may be created to act for the BOARD. Members of the Committee shall serve for a term of one (1) year and may be removed during the term of their office by a majority of the BOARD. They need not to be members of the BOARD.

The initial Rules of Conduct are set forth on Attachment One hereto and shall be effective until amended by the Board.

The BOARD shall have the full power and authority to impose a monetary fine, or to suspend the membership of, or place on probation for each single violation any MEMBER or take other appropriate actions for a violation of the RULES of Conduct. Any complaint by one MEMBER against another shall be in writing and signed by the complaining person.

Section 2. Violations.  Pursuant to written notice being given forty-eight
(48) hours in advance of the nature of the complaint, a person alleged to have violated the Rules of Conduct is entitled to a hearing before the Rules Committee (or BOARD) with an opportunity for the MEMBER to be heard with cross examination. A majority decision of the Committee in writing shall be necessary to fine, suspend, or place on probation, or for any other remedy.


ARTICLE VI - AMENDMENTS

These Bylaws may be amended by a vote of sixty seven per cent (67%) of the total votes of the MEMBERS of the CHAPTER at a duly constituted meeting of the MEMBERS only for such purpose, in accordance with the laws of South Carolina and after a written copy of any proposed amendment has been sent to each MEMBER at least twenty days in advance of the meeting. Each and every MEMBER by accepting their membership in the CHAPTER agrees to be bound by and benefit from any such amendment thereto.

 

The foregoing Bylaws constitute the Bylaws of the CHAPTER, as duly adopted at a meeting of the MEMBERS held on September 19, 2014.

Attachment One - Rules of Conduct

  1. Property of the CHAPTER shall not be removed from its proper place nor shall it be loaned or rented to any person not a member of the CHAPTER.

  2. Neither beer, wine, liquor nor any unlawful drugs shall be sold or distributed at any meeting or function of the CHAPTER except those items and matters in a lawful manner.

  3. A responsible adult shall be with all minors (persons under eighteen year of age) at all times at all places.

  4. All persons must wear normal attire at all times.

  5. The CHAPTER shall not be responsible for valuables lost or stolen.

  6. MEMBERS and their guests shall act so as not to unreasonably interfere with the peace, quiet and enjoyment of the other MEMBERS and shall exercise care to avoid unnecessary noise or use of musical instruments , radio, televisions, and amplifiers or activities that may disturb the peace and quiet of others.

  7. MEMBERS are at all times responsible for the conduct and behavior of their family members, invitees and guests and a violation by such persons shall be considered a violation by the MEMBER.