BYLAWS


Section 1: Fees and Dues


The Initiation fees and dues for all classes of membership shall be set by the Board of Managers and may be changed from time to time as the Board of Managers deems to be prudent and appropriate. The fees/dues for Life members shall be a one-time amount and may be graduated according to the age of the Life member applicant. The fees/dues for Junior membership, which are to be paid in one sum, shall be calculated by the following formula:


Initiation fee + (the difference in the applicant's age and age 21 x 75% of current dues).


The dues for each year shall be due and payable on or before February 15 of said year. The Board of Managers may fix an additional charge for attending banquet meetings to defray the cost thereof, or may pay the cost of such banquet meetings from the dues or other funds of the Society. In the event of the extended illness or disability of a member, either the Society or the Board of Managers may waive dues for past years and the current year, but this power to waive dues shall not extend to years subsequent to the year in which such waiver is voted.



Section 2: Annual Meetings


The annual meetings of the Society shall be held on the 22nd day of February (except when that day is a Sunday, the meeting may be held on another day selected by the Board of Managers), at which a general election of officers and managers shall take place. Except as otherwise expressly provided herein, the time and place of meetings shall be determined by the Board of Managers.


Special meetings shall be held by direction of the Board of Managers, or upon the written request of nine members of the Society, at such time and place as said Board may direct. At such special meetings no business shall be transacted except such as shall be specified in the notice therefor.


Notice of time and place of special meetings shall be given by mailing a written or printed notice to every member of the Society at least seven (7) days before the date of the proposed meeting.


The meetings of the Society for business shall be conducted generally according to Robert's Rules of Order, and the following Order of Business shall, as far as it may be applicable, be followed:


Order of Business


Invocation


Reading of minutes of previous meeting(s).


Elections, when in order.


Reports, in the following order:


(a) of the Board of Managers;


(b) of the officers;


(c) of committees


General business of the meeting in the following order:


(a) unfinished business;


(b) specifically noticed business;


(c) miscellaneous business


Notices of action to be voted upon at subsequent meetings.


Reading of the preamble of this Constitution.


Section 3: Quorum


At all meetings of the Society nine (9) members shall constitute a quorum for the transaction of business.


Section 4: President


The President or in his absence, the Vice President, or in their absence a Chairman pro tempore, shall preside at all meetings of the Society or of the Board of Managers, and shall exercise the usual functions of a presiding officer under the general parliamentary rules, subject to an appeal to the Society in proper cases under these rules. The President shall be Ex Officio a member of all committees other than the Committee on Nominations. He shall have power to convene the Board of Managers and appoint a place of such meeting when called by him.


He shall also perform such other representative duties on behalf of the Society, either personally or by correspondence, as it or the Board of Managers may find desirable or necessary, or as customarily appertain to his office; and he shall enforce a strict observance of the Constitution and Bylaws of the Society.


In case of his decease, resignation, neglect to serve or inability from any cause to act as President, the duties of the office shall devolve upon the Vice President, until the vacancy caused by such decease, resignation or neglect to serve shall be filled, or until the inability shall cease.



Section 5: Secretary


The Secretary shall conduct the general correspondence of the Society and keep a record thereof. He shall notify all qualified and acceptable candidates of their admission, and perform such other duties as the Society or the Board of Managers or his office may require of him. He shall have charge of the Seal, Certificates of Incorporation, Bylaws, Historical and other documents and records of the Society other than those required to be deposited with the Registrar, and shall affix the Seal to each properly authenticated certificate of membership and transmit it without delay to the member to whom it shall have been issued, or to his proper representative. He shall also notify the Registrar of all admissions to membership, and transmit to him the applications and proofs of eligibility of all persons so admitted. He, together with the presiding officer, shall when necessary certify all acts of the Society, and in proper cases authenticate them under seal.


He shall have charge of all printing and publications directed by the Society, or by the Board of Managers. He shall give due notice of the time and place of all meetings of the Society and the Board of Managers, and shall attend the same. He shall keep fair and accurate records of all the proceedings and orders of the Society and Board of Managers, and shall give notice to the several officers of all votes, resolves and proceedings of the Society or the Board of Managers affecting them or appertaining to their respective duties; and at the annual meetings, or more often, if required, shall report to the Society the names of those candidates who have been admitted to membership, and also the names of those members whose resignations or voluntary withdrawals have been consented to and accepted; and also the names of those members who have been expelled or dropped for non-payment of dues or for failure to substantiate claims of descent. In his absence from any meeting, a Secretary pro tempore may be designated therefor.



Section 6: Board of Managers


The Board of Managers shall judge the qualifications of every candidate who shall make proper application for admission to the Society, and shall have power to admit him to membership therein if found eligible under the Constitution of this Society. All votes upon such eligibility shall be by secret ballot, unless the requirement of a secret ballot shall be waived by unanimous vote of the Board in attendance. Two negative votes shall be a rejection of the applicant.


It may through the Secretary call special meetings of the Society at such times as it may see fit, and arrange for commemorative celebrations by the Society. It shall recommend plans to the Society for promoting its purposes, and when practicable may digest and prepare business for its meetings, and shall supervise all publications issued in its name, and decide whether copies of records or other documents or papers may be furnished on request of any party in cases not pertaining directly to the business of the Society and the proper conduct of its affairs.


It shall superintend generally the interests and shall have control and management of the affairs and funds of the Society. It shall also perform such duties as may be prescribed by any standing rule or resolve of the Society. PROVIDED, HOWEVER, that it shall at no time be required to take any action or contract any debt for which it shall be jointly or severally liable. It shall be competent to consent to and accept the resignation or voluntary withdrawal from membership of any enrolled member of the Society.


It may require the attendance of any member of the Society, or of any official or committee thereof, at any meeting for consultation or advice.


The Board of Managers shall meet as often as it may desire, or at the call of the President, or upon the written request of any three members of said Board addressed to the Secretary.


A majority of the Board of Managers shall be a quorum for the transaction of business.


At every annual meeting it shall submit such reports as may be required by the Society.



Section 7: Treasurer


The Treasurer shall elect and keep the funds and securities of the Society, and shall deposit them in some bank which shall be designated by the Board of Managers, to the credit of the Society; and such funds shall be drawn thence on the check of the Treasurer for the purposes of the Society only. Out of these funds he shall pay such funds only as may be ordered by the Society or the Board of Managers, and shall perform such other duties as the Society or the Board of Managers or his office may require of him. He shall keep a true account of his receipts and payments, and at each annual meeting shall render a statement thereof, as well as a full statement of the financial condition of the Society, when a committee shall be appointed to audit his accounts.


For the faithful performance of his duty, he shall give such security as the Society or the Board of Managers from time to time may require.


In addition, the Board of Managers at its discretion may elect a member to assist the Treasurer, such member to be titled "Assistant Treasurer". His duties shall be those which the Board of Managers and the Treasurer designate by mutual agreement.



Section 8: Registrar


The Registrar shall receive from the Secretary, file and keep on record all the proofs upon which memberships have been granted, declarations of members, on admission, to the Constitution and Bylaws of the Society, together with the list of all diplomas countersigned by him, and all documents, rolls, or other evidences of service in the War of the Revolution of which the Society may become possessed; and he, under the direction of the Board of Managers, shall make or cause to be made for file in his office, copies of such original or certified documents as the owners thereof may not be willing to leave permanently in the keeping of the Society.


In addition, the Board of Managers at its discretion may elect a member to assist the Registrar, such member to be titled "Assistant Registrar". His duties shall be those which the Board of Managers and the Registrar designate by mutual agreement.



Section 9: Chaplain


The Chaplain shall be a regularly ordained minister of a Christian denomination, and shall perform such duties as ordinarily appertain to such office.



Section 10: Historian


The Board of Managers shall have power annually to appoint a Historian, who shall keep a detailed record to be deposited with the Registrar of all historical and commemorative celebrations of the Society, and he shall edit and prepare for publication such addresses, essays, papers and other documents of a historical character, other than a register of members, as the Secretary may be required to publish, and at every annual meeting, if there shall be a necrological list for the year then closing, he shall submit such list, with carefully prepared biographies of the deceased members.



Section 11: Committee on Admissions


The President shall appoint annually three members of the Society as a Committee on Admissions, whose duty it shall be to pass upon the qualifications of applicants for admission to the Society and report to the Board of Managers.



Section 12: Expulsion and Suspension


The Board of Managers shall have power to expel any enrolled member of this Society who, by conduct unbecoming a gentleman and man of honor, or by an opposition to the interests of the community in general or of this Society in particular, may render himself unworthy to continue as a member; or who shall persistently transgress without good excuse willfully neglect or fail in the performance of any obligation enjoined by the Constitution, Bylaws or any standing rule of this Society, provided that such member shall receive at least ten (10) days notice in writing of the complaint preferred against him, and of the time and place of a hearing, and have thereby afforded an opportunity to be heard in person.


Whenever the cause of expulsion shall not have involved turpitude or moral unworthiness, any member thus expelled may, upon the unanimous recommendation of the Board of Managers, but not otherwise, be restored to membership by the Society at any meeting. The Board of Managers shall have the power to drop from the roll the name of any member of the Society who shall be two or more years in arrears in the payment of dues, and who on notice to pay the same shall fail to do so within thirty (30) days. The membership in the Society of a person thus dropped shall thereupon terminate. However, payment of dues may bere instated at any time by a favorable vote of the Board of Managers on his application therefor, provided such applicant pays a re instatement fee of one year's dues in arrears in addition to the dues for the year in which the reinstatement occurs. Any member whose dues are delinquent for more than two years and who has not been dropped from the Society for non-payment of dues, may be returned to good standing upon the favorable vote of the Board of Managers and the payment of one year's dues in arrears and the dues for the current year, the Board of Managers being hereby authorized to waive payment of other delinquent dues upon such payment being made.


A two thirds (2/3) affirmative vote of the entire Board of Managers shall be required to suspend or expel an officer or member under the provision of this Section.



Section 13: Resignations


No resignation or voluntary withdrawal from membership by any member enrolled in this Society shall become effective as a release from the obligations thereof unless consented to and accepted by the Board of Managers.



Section 14: Disqualification


No person may be enrolled as a member of this society shall be permitted to continue membership when the proofs of claim of qualification by descent shall be found to be defective or insufficient to substantiate such claims, or not properly authenticated; the Society or the Board of Managers may at any time after thirty (30) days notice to such person to properly substantiate or authenticate his claim, require the Secretary to erase his name from the list of members, and such person shall cease to be a member, provided he shall have failed to or neglected to comply satisfactorily with such notice.



Section 15: Vacancies and Terms of Office


Whenever an officer of this Society shall die, resign or neglect to serve or be suspended or be unable to perform properly the duties of his office, by reason of absence, sickness or other causes, and whenever an office shall be vacant which the Society shall not have filled by an election, the Board of Managers shall have the power to appoint a member to such office, pro tempore, who shall act in such capacity until the Society shall elect a member to the vacant office, or until the inability due to "suspension, absence, sickness or other cause" shall cease. PROVIDED, however that the office of President shall not be thus filled by the Board of Managers when there shall be a Vice President to enter upon such duties of such office.


In case any member of the Board of Managers, other than an officer shall be absent from three consecutive regular meetings of said Board, and without an excuse satisfactory to it, his place therein may be declared vacant by the Board of Managers, and filled by an appointment which shall continue in full effect until the Society shall elect a successor.


Subject to these provisions all officers of the Society, and the members of the Boardof Managers, shall from the time of their election or appointment, continue in their respective offices until the next annual meeting, and until their respective successors shall be duly chosen and qualified.



Section 16: Service of Notices


It shall be the duty of every member to inform the Secretary by written communication, of his place of residence, his post office address, and of any change thereof.


Service of any notice under the Constitution or Bylaws upon any member of the Society addressed to him at his last recorded place of residence, or post office address, and forwarded by mail, shall be deemed sufficient service of such notice.



Section 17: Recommendation of Candidates


No member shall approve an application for membership in this Society unless he shall know the candidate to be worthy, and shall have satisfied himself that such candidate is eligible, and will, if admitted, be a desirable member.



Section 18: Prize Essays


For the purpose of stimulating research into the history of the formative period of our nation by the young men and women of the State, either the Society or the Board of Managers may offer cash, medals, or other prizes for original essay contests or other studies. The arrangement and management of any such contests may be delegated to a committee elected by the Society or the Board of Managers.



Section 19: Marshal


The President of the Society may, from time to time in his discretion, designate a member to act under his direction as Marshal for the Society in its commemorative celebrations, parades and other meetings, and to perform such other duties as usually appertain to such position.



Section 20: Emeritus Officers and Board Members


Officers or former officers and members of the Board of Managers or former members of the Board of Managers who become incapacitated for any reason and who, in the sole judgment and discretion of the Board of Managers, have rendered faithful and effective service to the Society, may be designated by the Board of Managers as an "Emeritus" officer or Board Member, such office to be that in which the Board deems the incapacitated member to have distinguished himself.



Section 21: Certificate of Membership


Every member shall be entitled to receive a certificate of membership, which shall be authenticated by the President and the Secretary and countersigned by the Registrar of the Society, and to which the colors and the Seal of the Society shall be affixed.



Section 22: Nominating Committee


Following the annual meeting, the President shall appoint a committee of three most immediate past presidents to recommend to the Society a list of officers to be voted upon at the next annual meeting. Such recommendations, however, shall not prevent any member present at the annual meeting, placing in nomination any other member for any elective, provided that the member to be nominated has been notified of the intention to place his name in nomination and that he has agreed to serve if elected.



Section 23: Delegates to the General Society


There shall be chosen triennial two delegates to the General Society, and one additional delegate for every hundred members or major portion thereof. There shall be chosen at each annual meeting a General Delegate to the General Council.



Section 24: Tennessee Society Memorial Endowment Fund


The Board of Managers shall establish the Tennessee Society Memorial Endowment Fund for the purpose of supporting the Society's patriotic, historical, and educational goals and programs. These would include, but not be limited to, acquiring and placing historical monuments, marking graves of Revolutionary War patriots, supporting the cost of operation and acquiring books and archival materials for the Society's library, supporting the Society's Color Guard, assisting veterans, awarding scholarships and other activities deemed to be appropriate by the Board of Managers.


The Board of Managers shall authorize the preparation and publication of a trust document in appropriate legal and tax form to provide for the appointment of a Memorial Endowment Fund committee to receive, manage and disburse trust funds. This committee shall be comprised of the current Treasurer of the Society and three [of the six most recent] Past Presidents of the Society, who shall be appointed by the current President with the advice and consent of the Board of Managers. [Text in brackets deleted by amendment at the February, 1998 Annual Meeting.]


To establish and perpetuate the Memorial Endowment Fund, the Board of Managers and the Memorial Endowment Fund Committee are authorized from time to time to solicit and accept gifts and bequests, including memorial gifts, of money and property, from members of the Society and others; gifts and grants from organizations, businesses and institutions, and government entities; and other sources deemed to be acceptable by the Board of Managers and the Memorial Endowment Fund Committee.



Section 25: Children of the American Revolution


The Society affirms its support of the aims, purposes and goals of the Children of the American Revolution (CAR) in the state of Tennessee and encourages its members to continue their efforts in the CAR until reaching their majority. The Society's membership fee shall be waived for all CAR members in good standing whose application meets the current standards of the Society.



Section 26: Patriotic Cooperation


The Society recognizes other patriotic organizations having common or similar objectives and pledges its cooperation on matters of mutual benefit; however, such cooperation shall not compromise the autonomy, authority and independence of the Society.



Section 27: Amendments


The Bylaws of the Society shall be subject to amendment only in the manner prescribed for the amendment of the Constitution of the Society, except that when any proposed amendment to the bylaws has been approved by a majority vote of the members of the Board of Managers present at any regular or special meeting, the Bylaws may thereafter be amended by the favorable vote of at least three quarters (3/4) of the members present at any regular or special meeting of the Society, without the necessity of satisfying the thirty-day waiting period or the notice requirement that would apply but for the prior approval of the proposed amendment by the Board of Managers.