The Missouri
Society of
The Sons of the
American Revolution
By-Laws
Of
The Spirit of St.
Louis Chapter
ARTICLE I
ORGANIZATION
The name of this
Chapter shall be: Spirit of St Louis Chapter of The Missouri Society of
the Sons of the American Revolution.
This Chapter
exists by virtue of a Charter issued 18 July 1981 by The National
Society of the Sons of the American Revolution, and shall operate as a
subsidiary of both that Society and of The Missouri Society of the Sons
of the American Revolution is a Missouri Not-for Profit Corporation.
ARTICLE II
PURPOSE
The following are
the purposes for which this Society has been organized: To carry on and
conduct educational, patriotic, historical
and civic purposes as set forth in the By-Laws and Charter of The
National Society of The Sons of the American Revolution and of The
Missouri Society of The Sons of the American Revolution; to perpetuate
the memory of the men who, by their services or sacrifices during the
war of the American Revolution, achieved the independence of the
American people; to unite and promote fellowship among their
descendants; to inspire descendants and the community at large with a
more profound reverence for the principles of the government founded by
our forefathers; to encourage education about and promote historical
research in relation to the American Revolution; to acquire and preserve
the records of the individual services of patriots of the American
Revolution, as well as documents, relics and landmarks; to mark the
scenes of the American Revolution by appropriate memorials; to promote
the anniversaries of the prominent events of the war; to maintain and
extend the institution of American freedom; and to carry out the
purposes expressed in the Preamble of the Constitution of the United
States of America.
ARTICLE III
ELIGIBILITY FOR
MEMBERSHIP
Any male shall be
eligible to membership in the Spirit of St Louis Chapter who, being
eligible under the Constitution and By-laws of The National Society of
the Sons of the American Revolution and a citizen of good repute in
their community, is the lineal descendant of an ancestor who was at all
times unfailing in loyalty to, and rendered active service in the cause
of American Independence, either as an officer, soldier, marine,
militiaman, or minuteman, in the armed forces of the Continental
Congress, or of any one of the several Colonies or States; or as a
signer of the Declaration of Independence, or as a member of a Committee
of Safety or Correspondence; or as a member of any Continental,
Provincial, or Colonial Congress or Legislature; or as a recognized
patriot who performed actual service by overt acts of resistance to the
authority of Great Britain; provided, however, that no person advocating
the overthrow of the Government of the United States by the use of force
or violence shall be eligible for membership in the Society.
Applications for
membership shall be made on the form prescribed by The National Society
of the Sons of the American Revolution, and shall in each case be
completed in the manner required by that Society. They shall be given to
the Spirit of St Louis Chapter Genealogist who shall then deliver it to
the appropriate officer of the Missouri Society as determined by the
Missouri Society By-laws.
ARTICLE
IV
MEETINGS
The Chapter shall
have regular monthly meetings, unless its members shall elect to omit
any meeting for good cause, however, it must meet at least eight (8)
times each year in order to retain its Charter. A quorum is required to
conduct Chapter business and shall be defined as the presence of at
least ten (10) members in good standing, and a majority of the current
officers (also counted as members in good standing). Each member
present shall be entitled to one (1) vote. Voting by proxy shall not be
allowed.
Election of its
officers shall be held in January each year at a regular meeting, or if
necessary a special meeting may be held for that purpose as long as such
meeting occurs prior to February 1st of that year. Their regular term
of office shall be from the January (beginning after the adjournment of
the January meeting) until the adjournment of the January meeting of the
following year.
Special meetings
of the membership may be called by the President. In order to conduct
Chapter business a quorum must be present. The definition of quorum
shall be the same as that for a regular meeting.
The President
shall be authorized to call Officer (defined in Article VI) Meetings for
the general supervision of the affairs of the chapter that may require
action before the next regularly scheduled business meeting. The
Officers are subject to the orders of the chapter, and none of their
acts shall conflict with any action previously taken by the chapter.
All Officers shall be notified at least five (5) days prior to date of
said meeting. Chapter business matters may be addressed and decisions
approved at an Officer Meeting subject to Roberts Rules of Order. At
least five (5) officers must be present to constitute a quorum at said
meetings. Actions taken at an Officer Meeting shall be reported at the
next regular business meeting.
The Chapter
Secretary is responsible for notification of each member of the date,
time and place of every regular and special meeting at least five (5)
days prior to date of the meeting.
ARTICLE V
PARLIAMENTARY AUTHORITY
The rules
contained in “Robert’ Rules of Order, Revised” shall govern this
chapter’s meetings in all cases in which they are applicable and in
which they are not inconsistent with these By-laws or the By-laws of the
Missouri Society.
ARTICLE VI
OFFICERS
The business
affairs of the chapter shall be managed by its elected Officers, who
shall consist of: President, Vice President, Secretary, Treasurer,
Chaplain, Chancellor, Genealogist, Registrar, Historian, and
Sergeant-at-Arms. An honorary Vice President may also be elected to
advise its officers. Their regular terms of office shall be from
adjournment of the January meeting until the adjournment of the January
meeting of the following year. If it is necessary to select a
replacement for an officer, the newly elected officer shall fill the
unexpired term of office of the replaced officer.
There is no
preferred annual order of succession of Officers. Chapter officers will
be selected for their ability to perform their duties. Officers shall
also be selected based on their individual expertise and for their
commitment to building the chapter and supporting its goals. They shall
have the time and financial ability to travel as may be required by
their office.
The
President shall preside at all meetings and shall be the
chief executive officer of the chapter. He will also be a Director of
the Missouri Society. He shall appoint all committees, permanent or
temporary; is one (1) of the officers who may co-sign the checks and
drafts of the chapter and he shall have all powers as may be reasonably
construed as belonging to the chief executive officer of any
organization.
The Vice
President shall, in the absence or incapacity of the
President, preside and perform the duties of the President, with all the
rights, privileges, powers and responsibilities of that office. He shall
have, as a primary responsibility, the duty of scheduling speakers
and/or programs for the monthly chapter meetings.
The
Secretary shall keep the minutes of all meetings in an
appropriate book and see that they are posted on the Chapter Website;
see that all notices are duly given in accordance with these By-laws or
as required by law; be the custodian of the records of the chapter;
shall comply with all of the requirements of the Missouri Society and
the National Society and he shall furnish a copy of these By-Laws to
every member of the chapter, upon request. He shall have all powers as
may be reasonably construed as belonging to the Secretary of any
organization.
The
Treasurer shall have custody of the funds of the chapter,
shall deposit the funds in such Bank as may be directed by the chapter
and shall make disbursements as ordered by the chapter. The Treasurer
and the President are the two officers who are authorized to sign
chapter checks.
A financial report
shall be given by the Treasurer at each monthly meeting. He will submit
an Annual Report to the Missouri Society at the close of each year by
the required date. Checks for State and National dues are to be
submitted to the State Secretary or Treasurer as required by the
Missouri Society.
The Treasurer
shall mail notices to all chapter members by October 1st of
each year for Chapter, State and National dues. Upon collection of these
dues, he will forward these monthly to the SAR State Treasurer with a
report on who has paid their dues for that month, up until the end of
the year. At the end of the year, he will submit his Annual Financial
Report with the required State and National dues paid to the appropriate
officer of the Missouri Society as determined by the Missouri Society
By-Laws each year.
He shall have all
of the powers and responsibilities as may be reasonably construed as
belonging to the Treasurer of any organization.
The
Genealogist shall perform such duties as are set forth in
the By-laws and handbook of the Missouri Society and the National
Society. He shall examine all applications for membership presented to
the chapter and, upon his approval, forward them to the Missouri Society
Genealogist for processing.
The
Registrar shall perform such duties as are set forth in the
By-laws and handbook of the Missouri Society and the National Society.
He shall have the care and custody of all approved applications. He
shall keep a complete register of names, dates of birth, dates of
admission, resignations or deaths of all members of the chapter.
The
Chancellor shall be an Attorney-at-Law and a member of
the Missouri State Bar, and it shall be his duty to give legal opinion
on matters affecting the chapter when such matters are referred to him
by a chapter officer.
The Chaplain
shall specifically provide notice of the death of a chapter member
to the Missouri Society’s Chaplain and Registrar. He will also forward
an obituary of said member if possible. He will perform the normal
duties of this office and such other duties as may be assigned to him by
the President.
The
Historian shall keep copies of all printed information about the
chapter and the Society in general in an appropriate book, maintain an
annual Year Book. He shall also provide information to the State
Historian as prescribed by the Missouri Society’s By-laws. He shall
perform such other duties as are assigned by the President.
The
Sergeant-At-Arms shall perform the usual duties of this
office and such other duties as may be assigned by the President.
No officer shall
for reason of his office be entitled to receive any form of salary or
compensation, but nothing herein shall be construed to prevent an
officer from receiving any compensation from this chapter for duties
other than as an officer.
No officer or
member may borrow money from or use this chapter’s services or name for
personal gain.
Any officer may be
removed from office by a majority vote of the membership at any regular
or special meeting of the Chapter provided that there is a quorum.
Replacement officers shall be selected by a majority of members present
at any regular or special meeting provided there is a quorum.
Individuals
serving as President and Vice President shall not serve more than two
consecutive terms in the same position. However, individuals may serve
additional terms in a previously held office after a gap of at least one
term.
ARTICLE VII
COMMITTEES
The following are
the standing committees of this chapter, the members of which are
appointed by the President and serve at his will: Audit and
Nominating. The President shall be an ex-officio member of all
committees.
Audit Committee:
The Audit Committee shall have overall responsibility to monitor and
audit the financial transactions of the Chapter. The Committee shall
ensure that financial policies are adhered to and shall provide for an
audit of the Chapter records as they deem necessary to ensure proper
accounting and reporting of all financial transactions. The Committee
shall consist of two (2) non-Officer members and one Officer. The
Committee shall select its Chairman. The Treasurer shall provide any
information and/or data required by the Audit Committee as may be
necessary to fulfill their obligations hereunder and will serve as an
ex-officio member of the Committee.
Nominating
Committee: The Nominating Committee shall prepare a list of qualified prospective
officers for the following year and present these names to the members
for their consideration at the December meeting and annual election in
January, using the guidelines of ARTICLE VI of these By-laws and of
ARTICLE XIII of the By-Laws of The Missouri Society of The Sons of the
American Revolution. The Nominating Committee shall consist of at least
three (3) members. Whenever possible the members shall consist of the
former Presidents or other former Officers of the Chapter. The Chairman
of the Nominating Committee shall be selected by the members of the
Committee.
Special
Committees: The President shall have authority to appoint Special Committees as
necessary to advance the business of the Chapter
ARTICLE VIII
AUXILIARY GROUP
As needed, the
Spirit of St Louis Chapter may establish children or adults various
auxiliary groups to strengthen and support the work of the
chapter.
ARTICLE IX
DUES & FEES
The dues and fees
of this chapter shall be established by the National and State Societies
of The Sons of the American Revolution and by the Spirit of St Louis
Chapter. Other than Life Members, each member shall be billed by the
chapter Treasurer in October of each year for the coming year. All dues
expire December 31st, and must be paid in a timely manner so
that the dues will arrive at National before December 31st.
In the event of
the need for a special assessment of its members, the Secretary shall
give prior written notice to all members that this item will be voted on
at the next meeting. This assessment shall be made, providing two thirds
(2/3) of those present at this announced meeting approve the assessment
ARTICLE X
FISCAL
YEAR
This chapter shall
operate its business on a fiscal year basis beginning each January 1st
and ending the last day of December, and shall operate as a subsidiary
of The Missouri Society of the Sons of the American Revolution, which
was chartered by The National Society of the Sons of the American
Revolution on 23 April 1889 and was incorporated as a Missouri
Not-for-Profit Corporation on 15 March 1982.
ARTICLE XI
LIABILITY
The members,
officers, and directors of this chapter and of The Missouri Society of
the Sons of the American Revolution are not personally or individually
liable for any debts, obligations, or liabilities of this chapter, or of
its parent Missouri Society or those of The National Society of the Sons
of the American Revolution.
ARTICLE
XII
DISSOLUTION
In the event of
the dissolution of this chapter, its charter, books, records, and all
funds and assets remaining after payment of its obligations have been
made or provided for shall be immediately delivered to the Secretary of
The Missouri Society of the Sons of the American Revolution, in
accordance with Article XIII of that Society’s By-Laws and provisions of
the Internal Revenue Code.
ARTICLE XIV
AMENDMENTS TO
BY-LAWS
These By-Laws may
be altered, amended or repealed and new By-Laws may be adopted by an
affirmative two-thirds (2/3) vote of the members in attendance at any
meeting of this chapter, providing notice of proposed change (s) has
been posted on the Chapter website least 2 weeks in advance and that
members shall be notified by the e-mail of record as maintained by the
Chapter Registrar. All members are required to insure that their e-mail
of record is correct.
APPROVED & ADOPTED
by the members of this chapter at a meeting held on
Chapter President
ATTEST:
Chapter Secretary
Note: One (1)
signed copy is to be kept in the Chapter Minute Book and one (1) signed
copy sent to the Executive Secretary of The Missouri Society of the Sons
on the American Revolution.
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