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CONSTITUTION & BY-LAWS
OF THE
ALDEN KINDRED OF
AMERICA, INC.
CONSTITUTION
Section 1.
The name of this nonprofit corporation shall be "THE
ALDEN KINDRED OF AMERICA, INCORPORATED", 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 proper preservation of the Alden House in
Duxbury and of the family heirlooms; the publication of its better
achievements; the publication of an Alden Genealogy and such other
histories and books as shall make suitable records for public archives;
and the establishment of some fitting memorials of its founders, John and
Priscilla (Mullins) Alden; and lastly the fostering among the Kindred
descendants of the revered Pilgrims of a spirit of helpfulness and
comradeship and an honorable pride in the source of their common
generation.
Section 3.
For the purpose of closer personal and social relations, the furthering of
the aims and the building up of the membership of the Kindred, subordinate
chapters may be organized.
Section 4.
All members of subordinate chapters must first become members of the
parent or national Kindred and their application papers be approved by the
Genealogist.
Section 5.
This Constitution shall take effect after ratification of the Annual
Meeting on August 4, 2001
Section 6.
This Constitution may be amended by a two-thirds vote at an Annual Meeting
after the membership shall have been given notice at least two weeks
before the meeting of the proposed amendment.
ARTICLE 1: ELIGIBILITY AND
MEMBERSHIP
Section 1. Membership
Classes. There are
seven (7) classes of membership with the following eligibility
requirements:
1.
Active Member.
Any person twenty-one (21) years of age or over who has filed a documented
lineage from John and Priscilla Alden, which has been approved by the
Genealogist, may become an Active Member.
2.
Junior Member.
Any person under twenty-one (21) years of age, who has filed a documented
lineage from John and Priscilla Alden, which has been approved by the
Genealogist, may become a Junior Member.
3.
Life Member.
Any person who has filed a documented lineage from John and Priscilla
Alden, which has been approved by the Genealogist, may become a Life
Member.
4.
Associate Member.
Any spouse, parent or adopted child of an Active, Junior or Life Member,
may become an Associate Member.
5.
Life Associate Member.
The spouse, parent or adopted child of an Active, Junior or Life
Member, may become a Life Associate Member.
6.
Museum Member.
Any person or business may become a Museum Member irrespective of descent
from John and Priscilla Alden.
7.
Honorary Member.
Honorary memberships may be awarded to any person for exemplary long term
service to the Kindred upon two thirds (2/3) vote of the voting membership
present at an Annual Meeting.
Section 2.
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 withdraw from the Kindred. It shall be
necessary that notice be given the Secretary in writing of a desire to
withdraw at the end of any current fiscal year to which all obligations
are paid.
Section 3.
Reinstating of member.
Any prior member may be reinstated by payment of such sum as may be
determined by the Executive Board from time to time.
ARTICLE II: FEES, DUES AND
CERTIFICATES OF MEMBERSHIP
Section 1.
Fees.
Applications of all types will be submitted upon the form furnished
by the Kindred and will be accompanied by an application fee appropriate
as determined by the Executive Board from time to time.
Section 2.
Dues.
1.
Active Members
are subject to annual membership dues, which will be determined by the
Executive Board from time to time. The annual dues are payable in advance.
2.
Junior Members
are subject to annual membership dues, which will be determined by the
Executive Board from time to time. The annual dues are payable in advance.
3.
Life Members
shall be exempt from annual membership dues.
4.
Associate Members
are subject to annual membership dues, which will be determined by the
Executive Board from time to time.
The annual dues are payable in advance.
5.
Life Associate
Members are exempt from annual membership dues.
6.
Museum Members
are subject to annual membership dues, which will be determined by the
Executive Board from time to time.
The annual dues are payable in advance.
7.
Honorary Members
are exempt from all dues.
Section 3.
Certificates.
Each member will be furnished with an appropriate certificate of
membership.
ARTICLE III: OFFICERS,
EXECUTIVE BOARD, COMMITTEES AND APPOINTEES
Section 1.
Officers.
The elective officers of the National or Parent Kindred shall be a
President, five (5) Vice Presidents, a Secretary, and a Treasurer.
Section 2.
Executive Board.
These officers together with the Presidents of each subordinate
chapter, a minimum of five (5) members-at-large, and Past Presidents shall
constitute the Executive Board.
Section 3.
Committees.
The following standing
committees shall be appointed annually and chaired by one of the Vice
Presidents or another member of the Executive Board: Finance, Operations,
Membership, Physical Property, Education and Communications.
The President is ex-officio of all committees.
All committees are to make reports to the Executive Board.
Section 4. Nominations.
The nominations for the Executive Board shall be made by a nominating
committee of three members appointed by the President and chaired by the
immediate past President before June preceding the Annual Meeting. The
members of this committee must be Life or Active members. A Life or 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 Executive Board shall be for one year, or until
their successors have been duly elected and qualified. 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
Executive Board.
Section 6.
Appointees.
There shall be appointed annually by the Executive Board an Internal
Auditor, a Genealogist, an Historian, and a Chaplain. Each such appointee
shall be experienced in the work of his or her respective office.
The Executive Board may also appoint supporting members.
Section 7. Voting.
Only Life and Active Members may hold office or vote.
Section 8. Liability.
During his or her term of office and thereafter, no officer, director,
committee chairman or committee member 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 forgoing shall not exclude other defenses or
rights such officer, director, committee chairman or committee member may
be entitled to as a matter of law or equity. If, during his or her term of
office or thereafter, any officer, director, estate, personal
representatives or heirs, shall reasonably incur expenses or liabilities
in resisting any claim or litigation, by whomsoever 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, employees or
other agents (including persons who serve at its request as members,
directors, officers, employees 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, employee 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 interests of the
Kindred; provided, however, that as to any matter disposed of by a
compromise payment by such officer, employee 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 Executive
Board then in office; or (b)
by a majority of the disinterested members of the Executive Board then in
office, provided that there has been obtained an opinion in writing, of
independent legal counsel to the effect that such officer, employee or
agent appears to have acted in good faith in the reasonable belief that
his or her action was in the best interests of the Kindred; or (c) by a
majority of the disinterested members of the Executive Board
entitled to vote. Expenses including counsel fees reasonably
incurred by any such officer, employee or agent in connection with the
defense of disposition of any such action, suit, or other proceeding may
be paid from time to time by the Kindred in advance of the final
disposition upon receipt of an undertaking by such individual to repay the
amounts so paid to the Kindred if he of she shall be adjudicated to be not
entitled to indemnification under Massachusetts General Laws, Chapter 180,
Section 6. The right of indemnification hereby provided shall not be
exclusive of or affect any other rights to which any officer, employee 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”,
“employee”, 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 reunion meeting (Annual Meeting) of the
Kindred shall be held in Duxbury, at the Alden Homestead on the first
Saturday in August, unless voted otherwise by the Kindred or the Executive
Board. At the Annual Meeting shall be held the elections of officers and
the transaction of any other business that may legally come before it.
It shall be the custom at the Annual Meeting to have a roll call
(oldest and youngest present, greatest distance, various states, number
present descended through each child of John and Priscilla). All meetings
of the Kindred and of the Executive Board shall be conducted in accordance
with Robert’s Rules of Order.
Section 2.
Business meetings may be called by the Executive Board at any time
provided notice of such meetings together with the business to be
transacted thereat be given to the Executive Board membership at least two
weeks before said meeting. At the written request of not less than twenty
(20) Life or Active Members of the Kindred, such a meeting shall be called
and such notice duly given to the membership at large at least two weeks
before said meeting.
Section 3.
Twenty (20) Life and Active Members shall be present to constitute a
quorum for the election of officers and the transaction of business.
Section 4.
By majority vote of the Executive Board, social, educational or cultural
meetings may be held at such time and place during the year as the
Executive Board may decide. In addition, the Executive Board may sponsor,
encourage or participate in fairs, festivals, tours, educational events or
other activities, which promote the aim and purpose of the Kindred.
Section 5.
Five (5) members of the Executive Board shall constitute a quorum and a
majority vote of those present is required for the passage of any motion
or vote as determined by the Executive Board from time to time.
Section 6.
Upon the vote of the Kindred or the Executive Board, any matter of
interest to the Kindred may be submitted to the members 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 Executive Board from time to time.
ARTICLE V: SEAL
Section 1.
The Seal of the Kindred shall be the following design:
Section 2.
The Seal shall be in the custody of the Secretary for use in
authenticating all documents required by law.
ARTICLE VI: 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 VII: Duties of
Elected Officers
Section 1: President.
It shall be the duty of the President to preside at all meetings of the
Kindred, to act as chairperson of the Executive Board, 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 Societies 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
Executive Board and present a written report at each Annual Meeting of the
Kindred.
Section 2: Vice Presidents.
It shall be the duty of the Vice Presidents to preside at meetings in the
absence of the President, in the order of their rank, and to assume all
the other duties of the office of President in case of his or her death or
disability before the expiration of his or her term of office.
Section 3: Secretary.
It shall be the duty of the
Secretary to keep the records of the meetings of the Kindred and the
Executive Board. It shall be the duty of the Secretary to carry on such
correspondence and referenda as ordered by the Kindred or the Executive
Board in connection with the working purposes of the Kindred. He or she
shall keep a correct list of all members, and shall notify an applicant of
his or her approval to membership in the Kindred upon being informed by
the Genealogist. The Secretary shall render a yearly report of the work of
that office at the Annual 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 Executive Board or its designee. He
or she shall pay bills, which have been authorized by the Kindred or a
majority of the Executive Board. He or she shall collect all fees and
dues, shall each year send notices to members calling for payment of dues
and notify delinquents. He or she shall present a statement at each
meeting of the Kindred and Executive meeting and a full and audited report
at the Annual Meeting.
Section 5: Executive Board.
It shall be the duty of the Executive Board to carry out the wishes of the
Kindred as voted by the Annual 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 Annual Meeting.
The Executive Board shall have sole power to authorize the
expenditure of funds other than those ordered by the Annual Meeting, and
to fill vacancies as provided by Article III, Section 5 of these By-Laws.
The Executive Board shall hold its meeting in such place and time as it
may decide. The meetings shall be held at the call of the President on his
or her own initiative or on the request made of him or her in writing by
five members of the Executive Board, 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 Executive Committee shall constitute a
quorum and a majority vote of those present shall be required for the
passage of any motion or resolution. The Executive Board may appoint
committees as it may determine from time to time, giving such committees
such powers as it may deem proper.
ARTICLE VIII: 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 Annual Meeting of the Kindred.
Section 2. Chaplain.
The Chaplain shall make a written report to the Annual Meeting of members
reported to him or her as having died but not previously reported on, and
conduct such a 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
therefor. 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 Secretary of such. The Genealogist shall receive
reimbursement for expenses and may receive such additional remuneration,
as the Executive Committee 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 Alden Kindred's interpretation and
presentation of John and Priscilla Alden, the Alden House and site, Alden
descendants, and the Alden 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. 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.
ARTICLE IX: ENDOWED FUNDS
Contributions
may be made to any of the funds in any amount by any person or
organization.
Section 1: Endowment Fund.
An Endowment Fund shall be established for the purpose of preserving the
home of John and Priscilla Alden in Duxbury, Massachusetts, commonly known
as the Alden House, and the land and structures around the Alden House.
Section 2: Scholarship
Endowment Fund. A
Scholarship Endowment Fund shall be established for the purpose of
awarding scholarships to members of descendants of John Alden and others,
as the Executive Board deems appropriate.
The Executive Board shall determine the criteria for applicants and
may, at its discretion, appoint a Scholarship Committee to review
applicant submissions and make recommendations.
Section 3.
Life Membership Fund.
All monies received from Life Memberships will be invested.
Only the dividends and interest will be used for general expenses.
The Executive Board may establish other non-endowed or temporary
funds as become necessary from time to time.
ARTICLE X: HEIRLOOMS
Section 1.
The Kindred may accept gifts of articles or heirlooms of historical
Pilgrim interest and shall list and keep the same safe to the best of its
ability. No gift or heirloom shall be accepted unless it is given outright
to the Kindred and with no obligation of any person or persons in case of
loss.
ARTICLE XI: LOCAL CHAPTERS
Section 1.
In any state, city, town or other geographical subdivision, ten or more
members may organize a Chapter, under the jurisdiction of The Alden
Kindred of America, Inc., from whom charters of affiliation shall be
secured.
Section 2.
Each chapter so chartered shall elect officers and adopt rules for their
self-government not in conflict with the Constitution of the Alden Kindred
of America, Inc.
Section 3.
Only those who are members in good standing in The Alden Kindred of
America, Inc. shall be eligible to retain membership in Subordinate
Chapters.
Section 4.
Subordinate Chapters may use the designation: (Name of Chapter), The Alden
Kindred of America, Inc. on stationary, etc.
Section 5.
Nothing in this article shall apply to nor be operative in any Local
Chapter, which may be in existence at the time of adoption of this
Constitution.
ARTICLE XII: AMENDMENTS
Section 1.
These By-Laws may be amended by a majority vote of qualified members
present and voting at any annual or special meeting, provided two weeks
notice has been given to the membership of the proposed amendments.
Section 2.
These By-Laws shall take affect after ratification of the Annual Meeting
on August 4, 2001
Constitution
and By-Laws:
Adopted April 30, 1906
amended July 28, 1928
amended August 2, 1947
amended August 7, 1954
amended August 31, 1961
amended August 7, 1976
amended August 7, 1993
amended August 3, 1996
amended August 4, 2001 |
