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Sons of the American Revolution
CONSTITUTION AND BY-LAWS
THE ALABAMA SOCIETY
SONS OF THE AMERICAN REVOLUTION
The official website of the alabama society
ARTICLE I - Name
The name of this Society shall be "The Alabama Society of The Sons of the American Revolution." It is sometimes referred to in this Constitution and By-Laws as the "Society."
ARTICLE II - Objects
The objects of this Society are declared to be patriotic, historical, and educational, and shall include those intended or designed to perpetuate the memory of those patriots 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 them and the community-at-large with a more profound reverence for the principles of the government founded by our forefathers; to encourage historical research in relation to the American Revolution; to acquire and preserve the records of the individual services of the patriots of the war, as well as documents, relics, and landmarks; to mark the scenes of the Revolution by appropriate memorials; to celebrate the anniversaries of the prominent events of the war and of the Revolutionary period; to foster true patriotism; to maintain and extend the institutions of American freedom and to carry out the purposes expressed in the preamble of the Constitution of our country and the injunctions of Washington in his farewell address to the American people.
ARTICLE III - Eligibility for Membership
Any male shall be eligible for membership in the Society who, being a citizen of good repute in the 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, seaman, marine, militiaman or minuteman, in the armed forces of the Continental Congress of any one of the several Colonies or States, as a signer of the Declaration of Independence; as a member of a Committee of Safety or Correspondence, as a member of any Continental, Provincial, or Colonial Congress or Legislature, as a foreign national of, but not limited to, France, Germany, Poland, Spain, Sweden or Switzerland who rendered service in the cause of American Independence 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 use of force or violence shall be eligible for membership in the Society.
There shall be the following classes of members:
(1) A Regular or Regular Life Member shall be any member of the age of eighteen years and over, excepting those members described in Subsections (2) through (4) of this paragraph, who meets all the requirements for membership as defined in this Constitution and in the Bylaws of the National Society.
(2) A Youth Registrant shall be a male under the age of eighteen years whose Youth Registrant application has been submitted and approved in accordance with the Bylaws of the National Society.
(3) A Youth Life Member shall be a male under the age of eighteen years who has applied for and been admitted to Youth Life Membership and has paid the applicable fee for Life Membership.
(4) A Junior Member is a male under the age of eighteen years who has met the membership requirements of the Sons of the American Revolution. A Junior Member cannot vote or receive The SAR Magazine until he attains the age of eighteen years.
(5) A Memorial Membership for a deceased male of the same family as current members, whose application has been submitted and approved in accordance with the Bylaws of the National Society.
ARTICLE IV - Officers
Section 1. The elective officers of the Society shall be a President, a Senior Vice President, a Secretary, a Recording Secretary, Treasurer, Registrar, Historian, Genealogist, Chaplain, Chancellor, and a Sergeant at Arms.
Section 2. The Board of Managers of the Society shall consist of the Chapter Presidents, a member selected by each Chapter, an At-Large member (a member not affiliated with a Chapter), the ex officio members consisting of all the Society elective officers, the Society National Trustee and all living former Society Presidents in good standing.
Section 3. The Society elective officers and members of the Board of Managers shall hold office for one year or until successors shall be elected and installed. One person shall be eligible for more than one office. Only one vote for each Board of Manager member will be allowed regardless of number of offices held by that person.
Section 4. Any vacancy in a Society office may be filled for the un-expired term by the Society President pending selection and approval by the Board of Managers. This selection and approval may be taken by mail or e-mail.
Section 5. The President or Senior Vice President may serve a second term if nominated and elected at the Annual Meeting of the Society. Neither shall be eligible to succeed themselves in their respective offices a second time. However, a one-year term is encouraged.
ARTICLE V - Meetings
Section 1. The Annual Meeting of the Society for the election of officers and transaction of business shall take place on a Saturday within thirty days prior to or following the birth date of George Washington, being the 22nd day of February. The specific date selection shall be made by the President of the Society. The Board of Managers will meet at least two times a year at the call of the President who shall select the date and place of the meeting. Special meetings may be called by the President subject to the approval of the Board of Managers or by written request of at least seven (7) members of the Board of Managers. The Recording Secretary shall provide written notice to board members of the time and place of a Board of Managers meeting not less than thirty days prior to a scheduled meeting and not less than fifteen days prior to a Special Board of Managers meeting. The General Membership shall be notified of the time and place of the annual meeting not less than thirty days prior to the meeting.
Section 2. At the last meeting of the Board of Managers prior to the Annual Meeting the President shall appoint a Nominating Committee of three (3) Past Presidents of the Society who, in the opinion of the President, are active in the affairs of the Society. The President shall strive, in the appointment of the Nominating Committee, for the widest possible geographic distribution of membership on the Committee. The Committee shall be chaired by the most recent Past President who is willing and able to serve. It shall be the duty of the Nominating Committee to nominate a candidate, who shall be a primary member in good standing of the ALSSAR, for each office enumerated in Section 1 Article IV of the Constitution and a member of the Endowment Fund Committee as outlined in Article VI of the Constitution, and to report its nominations to the President and the Recording Secretary in sufficient time for the report to be included in the Notice of the Annual Meeting provided to the general membership. In addition to nominating the state officers, the Nominating Committee shall, in its report, nominate one candidate each for the offices of National Trustee and Alternate National Trustee as provided for in the Constitution and By-Laws of the National Society. The National Trustee and Alternate National Trustee shall be elected and installed in office during the annual National Society Congress.
Section 3. Any member of the Society in good standing may vote at the annual meeting for the election of officers. Election may be by ballot or acclamation, but in either event a majority of those present and voting shall be necessary for a choice.
Section 4. Twenty members of the Society-in good standing shall constitute a quorum at the annual or any special meeting of the Society. Ten (10) members of the Board of Managers shall constitute a quorum at a Board of Managers meeting. The proceedings at all meetings of the Society shall be governed by Roberts Rules of Order.
Section 5. Delegates to the National Society Sons of the American Revolution Annual Congress will be elected at the Board of Managers meeting prior to the Annual National Congress. The Recording Secretary will forward the names of elected delegates to the National Society so that the appropriate credentials can be provided. There shall be one delegate at large, one delegate for every fifty members, and one delegate for the remaining twenty-five or more additional members, to represent the Society at the next National Congress of the Society.
ARTICLE VI - Endowment Fund
The Alabama Society of the Sons of the American Revolution Endowment Fund (The Fund) shall be established to invest and manage all Society funds received for such purposes. A committee of three Society members, in good standing, plus the Society Treasurer shall manage The Fund. This committee will be a standing committee of the Society. The members shall be nominated by the Society Nomination Committee and approved by the delegates at the Society Annual Meeting. The period of tenure of a committee member shall be three years except for the first year of existence of the committee. In the first year of existence one member shall be elected for three years, one member for two years and the third member for one year. The elected members will determine which is to serve the different terms. This type of initial tenure will stagger the service of the members and provide continuity to the membership in that only one new member will be elected to the committee each year. Each member is eligible for reelection when his term has been completed. In case of death, resignation or any other reason that a committee position may become vacant it will be filled by the Society President with a Society member in good standing until the next Society Annual Meeting. It is not required that the members be bonded.
The members of the committee will choose one member to serve as chairman. The term for chairman will be one year and no member will serve more than one term as chairman during his elected term of office. The chairman will hold at least one meeting of the committee each year. This meeting may be by e-mail, conference telephone call, or in person.
ARTICLE VII - Amendments
This Constitution may be altered, amended or repealed only by a two-thirds vote of the members of the Society present at an annual meeting or at a special meeting of the Society called for the purpose, provided that proposed changes shall be sent to all members at least thirty days in advance of the meeting at which it is to be acted upon.
ARTICLE I - Membership
Section 1. The membership of the Society shall be organized as membership at large or in chapters.
Section 2. Applications for membership in the society shall be submitted directly to the Registrar of the Society if the applicant cannot or does not wish to affiliate with a Chapter. Applications for membership shall be prepared and submitted in accordance with current National Society guidelines. The approval of at least two members of the Society in good standing, who are personally acquainted with the applicant, or in the case of an applicant for Youth Life Membership one member in good standing, shall be required for the acceptance of an applicant for membership. Chapters shall designate an individual point of contact for the review and submission of all applications to the Society Registrar.
The Secretary shall photocopy the original application prior to affixing his signature to the application. This photocopy shall be retained by the Society Secretary until such time as the Record Copy is returned from the National Society. Periodically the Society copies of the approved application (NSSAR Record Copy) and approved Supplemental applications (NSSAR Record Copy) shall be bound and microfilmed for preservation.
Section 3. Application shall be accompanied by a check payable to the "Alabama Society, SAR" in an amount equal to the sum of the following: (a) the application fee of the National Society, and (b) the application fee of the State Society, and (c) the first year dues for the National Society.
Section 4. Should the application for initial membership be disapproved, payments made by such applicant shall be refunded to him except for that amount retained by the National Society as a charge for processing the application.
ARTICLE II - Fees and Dues
Section 1. Except for fees and dues imposed by the National Society, the Board of Managers is empowered to establish and promulgate a schedule of fees and dues, and from time to time make changes therein, namely: (a) annual dues for membership in the State Society; (b) application fee payable by applicants for initial membership in the Society; (c) fee for submitting each application for membership on a supplemental line; (d) transfer fee for members received by transfer at the direction of the National Society; (e) reinstatement fee for members dropped for nonpayment of dues.
Section 2. Changes in the schedule of fees and dues, as established and promulgated by the Board of Managers may be made by majority vote of the membership at any annual meeting and will become effective at the beginning of the next dues year.
Section 3. The Board of Managers may provide for waiver of all or part of the State initiation fee and establish conditions for such waiver. The Society initiation fee submitted with an application shall also constitute the Society’s first year dues.
Section 4. The Board of Managers may provide for waiver of all or part of the annual State dues, under such conditions as the Board of Managers may deem advisable, for individual members in cases of individual hardship. The request for this waiver may be initiated by a Chapter or an individual knowledgeable with the individual’s hardship. A Benevolence Committee consisting of the Society Chaplain, Secretary and Treasurer shall be the approval authority for this waiver. Upon approval for waiver of an individual’s annual Society dues the Society Treasurer will also be instructed to pay the National Society dues for that individual. This waiver must be requested and approved annually.
ARTICLE III - Arrears and Reinstatements
Section 1. A member who is in arrears for dues on January 1 shall be dropped automatically from the rolls and is not thereafter eligible to participate in any activity of the Society.
Section 2. A Member who has been dropped from the rolls for nonpayment of dues may be reinstated at any time upon payment of current annual dues and any reinstatement fee imposed by the National or State Societies.
ARTICLE IV - Removals from Office and Suspension or Expulsion of Members
Section 1. Any member of the Board of Managers or elected Society officer may be removed there from by a vote of two-thirds of those members of the Board of Managers present, but only at a special meeting of the Board of Managers called for that purpose.
Section 2. Any member of the Society may be expelled by the Board of Managers by a two-thirds vote of those present at any meeting thereof duly called after notice and an opportunity to such member to be heard if he shall have been convicted of a crime; and he may be censored, suspended or expelled in like manner by a like vote when found guilty by the Board of conduct, unbecoming a gentleman or prejudicial to the interests of the Society or of the Government of the United States, or when determined in like manner by the Board that he was not eligible for membership at the time of his election.
ARTICLE V - Society Endowment Fund Committee and Responsibilities
Section 1. It shall be the responsibility of the committee to manage The Fund along with keeping the membership, chapters and the state society informed on means to make contributions to the endowment fund and the potential benefits to the state society that the Endowment Fund can achieve.
Section 2. The committee will review The Fund’s financial performance each year to insure that the rate of return is kept at a maximum. The review will be conducted just prior to the Annual Meeting and its findings reported to the membership at the Society Annual Meeting.
Section 3. The committee will determine in what institution the fund is to be invested, using this as a financial advantage to maximize the return on investment and minimize the risk to the investment. Any change in investment institutions will be done so after a thorough investigation by the committee, and will be supported by firm rationale for doing so to the Society Board of Managers. More than one institution may be selected in which to invest monies of The Fund, if there is an economical advantage or risk abatement in doing so.
Section 4. The committee will determine in what securities, such as corporate stocks, bonds, government securities, etc., that monies are invested, and the amount of investment in each security. However, no more than 25 percent of The Fund total value shall be invested in any one security. At the same time, there are no percentage limitations on investments in instruments that have a fixed rate of return, insured, and principle is not at risk; e.g., Certificates of Deposits and U.S. Government Securities.
Section 5. The committee will determine what percentage of the return on investment is to be reinvested in The Fund and what percentage is to be used for operational support of the Society organization. These allocation percentages will vary from time to time depending on the needs of the Society, however; at least 50 percent of the return on investment must be reinvested.
Section 6. The income to be used by the Society annually shall be withdrawn from the investment institution in February each year and distributed after the Society Annual Meeting; however, no funds will be withdrawn from The Fund until calendar year 2004. For the monies that are to be used for the operational support of the Society, the committee will determine what activities/events are to be funded and the funding level for each activity/event. The funds may be used to support Society activities, chapter activities or both. If funds are to be provided to support chapter activities, only the chapters that participate in those particular activities will receive funds. As a rule the funds will be equally divided among the participating chapters for each activity/event, however, there may be exceptions. In addition to these activities, the committee may accept suggestions and ideas from individuals and chapters on possible projects to be funded by income from The Fund.
Section 7. No distribution of The Fund principle amount will be made unless the membership votes to do so by a two-thirds majority vote of those present at the Society Annual Meeting.
Section 8. No individual Society member shall benefit from the use of or expenditure of the ALSSAR Endowment Fund monies.
Section 9. The Society Treasurer will be a nonvoting member of the committee. He will make distributions of the return on investment monies that are used for Society support, and report on The Fund’s financial performance/status in the Treasurer’s Report. The Treasurer will maintain a file of statements pertaining to The Fund.
Section 10. In the event of a failure by the Society to maintain membership at a minimum level to support its charter as defined in the NSSAR Constitution, resulting in the loss of the Society Charter, all residual funds in the ALSSAR Endowment Fund shall be transferred to the NSSAR Treasurer General for safekeeping until the Society is in compliance with NSSAR Bylaws or until the disposition of funds is directed by the NSSAR Board of Trustees.
ARTICLE VI - Chapters
Section 1. A Chapter may be formed in any locality of the state, subject to the approval of the Board of Managers. A minimum of fifteen new members, residing in the service area of the proposed Chapter, shall be required to form a Chapter. Dual membership with the proposed Chapter shall not be considered as a part of the fifteen-membership requirement. In addition to the fifteen-membership requirement, the proposed chapter should have additional prospective members being actively recruited to insure continued growth in Chapter membership.
After appropriate organizational meetings are held and the minimum approved membership has been achieved, the group may hold elections to select provisional officers, a proposed Chapter name and a date/time/location for Chapter meetings, and propose a Chapter Constitution and By-Laws. A Chapter Charter petition shall be prepared listing the Provisional Chapter’s membership names and membership numbers, provisional officers and the proposed Chapter name along with the proposed Constitution and By-Laws. The petition shall be signed by the elected provisional officers and forwarded to the Society Secretary for approval/disapproval action at the next Society Board of Managers meeting or the Society Annual Convention.
Section 2. Each Chapter shall elect annually a President, a Vice President, a Secretary, a Treasurer, a Registrar, and such other officers as are deemed necessary, and who shall act as managers and conduct the affairs of the Chapter. In addition each Chapter shall select a member to serve as a Board of Manager member. Any member may hold more than one office. In order to maintain continuity of SAR activities each Chapter shall hold not less than seven meetings annually and maintain a recommended minimum membership of 15 Regular primary members.
Section 3. Each Chapter shall regulate all matters pertaining to its own affairs, subject to the provisions of the Constitution and By-Laws of the State and National Societies. Likewise, each Chapter shall submit reports of activities as requested by the Society.
Section 4. Chapters may prescribe admission fees and dues in addition to those required by the Society and National Society.
Section 5. Each Chapter shall, before December 1 in each year, pay to the Treasurer of the Society the Society and National Society annual dues for each paid member of such Chapter and at the same time shall report to the Treasurer the names of those members in arrears, or who have resigned or are deceased.
Section 6. Chapters shall submit to the Society Secretary a list of newly elected Chapter officers within 14 days of their installation.
Section 7. The failure of a Chapter to elect officers or collect and pay annual dues to the Society Treasurer as described above, shall be grounds for suspension or revocation of its charter. Following such suspension or revocation, as documented by the Society Secretary and approved by the Society President, all funds held in the name of the suspended Chapter shall be transferred to the Society Treasurer and all Chapter records and SAR materials will be sent to the Society Secretary for safekeeping until the Chapter is in compliance or until their disposition is directed by the Board of Managers.
ARTICLE VII - Officers
The duties of the state officers shall be such as usually pertain to their offices, and they shall have such other duties as may be hereinafter imposed or such powers as shall be delegated to them by the Society at its Annual Meeting or at a special meeting or by the Board of Managers. They are especially enjoined to seek in every manner to promote the interests and activities of the Chapters and the enrollment of new members. Likewise, each officer shall submit reports of activities as requested by the Society.
ARTICLE VIII - The President
The President, in addition to his general duties, shall maintain general supervision of the business affairs of the Society, shall preside at all meetings of the Society and of the Board of Managers, and shall have a deciding vote in case of a tie vote. He shall exercise the usual functions of a presiding officer and shall preserve order; and he shall enforce a strict observance of the Constitution and By-Laws and of the rules and regulations of the Society. He shall appoint committees that are necessary or desirable to conduct the business of the Society.
ARTICLE IX - The Vice President
The Senior Vice President shall assist the President in the performance of his duties and in his absence from a Society meeting, the Senior Vice President shall preside. In the absence of both the President and the Senior Vice President from a Society meeting the next elected Society officer, in the order listed in Articles X through XVI below, shall preside. In the event that the office of President becomes vacant, the Senior Vice President shall assume the un-expired term of the President.
ARTICLE X - The Secretary
The Secretary shall conduct the general correspondence of the Society dealing with all matters relating to membership and shall maintain appropriate files. He shall have charge of and maintain all records of the Society, which are not herein expressly placed in the charge of other officers of the Society. He shall notify all candidates of their admission to membership in the Society and forward to them their certificates of membership. He shall maintain an accurate roll of membership of the Society and shall as of January 1 of each year, submit the report of membership of the Society to the Executive Director of the National Society. The Secretary will be the individual authorized to sign any document from the NSSAR requesting the State Secretary’s signature.
ARTICLE XI - The Recording Secretary
The Recording Secretary shall organize all Board of Managers meetings and state business meetings and collect officer, chapter, and committee reports for such meetings. He shall give due notice of the time and place of all meetings to the membership. He shall prepare minutes of all society meetings, which will be available to members of the Board of Managers not later than forty-five days following the adjournment of the meeting. He will maintain records of all activities of the Board of Managers and state business meetings. On or about January 15 of each year he shall collect from the other officers who keep records, and may deposit the same in an appropriate archival institution approved by the Board of Managers. He shall prepare correspondence as directed by the State President or Board of Managers on all items not directly relating to membership matters, and will, with the assistance of the Secretary, prepare and distribute annual dues notices.
ARTICLE XII - The Treasurer
The Treasurer shall collect all dues and other money becoming due or owing to the Society and shall deposit the same in some responsible bank to the credit of "The Alabama Society, S.A.R." He shall pay out for the benefit of the Society only such funds as may be authorized by the President or the Board of Managers for other than those of a routine nature. He shall keep a true account of his receipts and expenditures and shall render a report of the same at each annual meeting of the Society. The President or Board of Managers may have the Treasurer's accounts audited at any time either may see fit.
ARTICLE XIII - The Registrar
The Registrar shall receive all applications and proofs of membership in the Society, shall satisfy himself as to the eligibility of each applicant and shall sign each application after approval by two members of the Society as provided herein. He shall preserve such papers, and all historical and genealogical papers, books and manuscripts which shall come into his possession, and each year he shall deliver to the Secretary such records as are to be deposited in an appropriate archival institutions approved by the Board of Managers as provided herein.
ARTICLE XIV - The Historian
The Historian as provided herein shall each year prepare and dispose of a brief history of the Society and shall preserve all matters of interest of an historical character which may come to his attention.
ARTICLE XV - The Genealogist
The Genealogist shall serve in an advisory capacity to the Registrar and shall assist in the preparation of applications for membership when called upon to do so. He will maintain a list of volunteer Society members who are willing to assist in obtaining copies of selected documents in a local area to support a membership application. This is not to be construed to be willing to do all research for a particular application.
ARTICLE XVI - The Chancellor
The Chancellor shall be an attorney at law and it shall be his duty to give his opinion on legal questions affecting the Society when such questions are referred to him by the Society President or the Senior Vice President in those cases where the subject of the inquiry is the Society President. He will review and maintain a copy of all chapter constitutions and by-laws.
ARTICLE XVII - The Chaplain
The Chaplain when possible shall be a regularly ordained clergyman and shall open and close meetings of the Society with the services usual and proper on such occasions.
ARTICLE XVIII - The Board of Managers
Section 1. The Board of Managers shall have control and management of the affairs of the Society. It may call special meetings of the Board of Managers at any time upon the written request of seven members of the Board of Managers. It shall have power to fill vacancies in any office of the Society or in the Board of Managers.
Section 2. The Executive Committee shall exist as a representative body of the Board of Managers in executing, maintaining and executing extra-ordinary business affairs of the Alabama Society that might arise during the intervals between meetings of the Board of Managers and between meetings of the Board of Managers and the Annual Meeting; i.e. to act ad interim. The Committee shall serve as counsel to advise the President on planning and operational matters of the state society about which he or the Board of Managers deems the counsel of the Committee to be needed or helpful for that purpose. Specifically, the Committee shall have the duty to meet on call of the President and act for the Board of Managers ad interim to consider spending discretionary funds. The Committee may conduct its business by mail, email, by electronic means, or telephone in lieu of convening in person provided, however, that each member of the Committee shall confirm by email or hard copy letter to the Secretary, each vote he has given verbally whether by telephone or other electronic media.
Section 3. The Executive Committee is a standing committee of the state society and shall include the following members: President, Senior Vice President, Secretary, Treasurer, Chancellor (non-voting), two Chapter Presidents as selected by the President who will strive for the widest possible geographical distribution and a past Alabama Society President selected by the other members of the Committee.
Section 4. Four voting members shall constitute a quorum of the Executive Committee; all matters approved by the Committee must have a majority of the members; i.e., three out of four or five, four out of six or seven.
Section 5. The Committee will have the authority to authorize the expenditure of discretionary funding from the general operating fund of the Society. Such funding authority shall not exceed the special Executive Committee discretionary line item approved by the Board of Managers per calendar year for the purpose of conducting daily business and/or emergency funding necessary for the immediate needs and requirements for sound business practices and operation of the Alabama Society. The Committee may not increase/decrease the budgeted amounts of youth awards or other prizes authorized by the Society Board of Managers.
Section 6. The Committee shall be established following each Annual Meeting after the election of incoming state officers and the members announced on the Alabama Society website, in the SAR Alabama, and via other media. A report shall be made by a member of the Executive Committee appointed by the President at the next meeting of the Board of Managers or Annual Meeting listing Executive Committee members present and detailing all actions taken by the Committee since its last report.
ARTICLE XIX - The Sergeant-at-Arms
The Sergeant-at-Arms shall assist in the preservation of order at meetings of the Society and shall arrange for the escort and the placing of the Colors at such meetings. He will escort distinguished visitors to their seats. He will assemble new members for the initiation ceremony.
ARTICLE XX - The Trustee
The Trustee, or in his absence, the Alternate Trustee, shall represent the Society at meetings of the Board of Trustees of the National Society and shall perform the duties prescribed in the Constitution and By-Laws of the National Society.
ARTICLE XXI - Acting Officer Positions
Upon a vacancy in an officer position, or a temporary inability of an officer to fulfill his duties due to any reason, the Society President may appoint a Society member to fulfill the duties of that office on an “Acting” basis. This appointment is subject to the confirmation by the Society Board of Managers at the next scheduled or called meeting. In the event that the elected holder of the position is temporarily unable to fulfill his duties, the “Acting” Officer will serve only until the elected holder of the position is able to resume his duties.
ARTICLE XXII - Assistant Officer Positions
The Society President may appoint a Society member to be the Assistant to an elected officer in the fulfillment of his duties. This appointment is subject to the confirmation by the Society Board of Managers at the next scheduled or called meeting.
ARTICLE XXIII - Amendments
These By-Laws may be altered, amended or repealed only by a two-thirds vote of the members of the Society present at an annual meeting or a special meeting of the Society called for that purpose, provided that proposed changes shall be sent to all members at least thirty days in advance of the meeting at which they are to be acted upon.