(As amended at the meeting of the Board of Directors on April 18, 2017)

ARTICLE I
Objects of the Society

The New England Society in the City of Brooklyn is incorporated and organized to commemorate the landing of the Pilgrim Fathers; to encourage the study of New England history; and to promote charity and good fellowship among its members,

ARTICLE II
Membership and Dues

Section 1.  Eligibility.  Any person of good moral character who is a native or descendant of a native of any of the New England States, or who is a graduate of a secondary school or an institution of higher learning located in any one of the New England States, and who demonstrates strong devotion and loyalty to New England, or who is the spouse, widow or widower of a member, and is eighteen years of age or older, is eligible to be nominated for membership in the Society.

Section 2. Election.  Candidates for membership in the Society may be elected to membership by the Directors at a meeting of the Board of Directors.

Section 3. Dues, Membership dues shall be set by the Board of Directors and shall be payable in the month of January of each year.  Dues not paid on or before the first day of April of such year shall be deemed in arrears.  No member in arrears shall vote at any Meeting of the Society or be eligible to serve as an officer or director of the Society.  If the dues of any member shall remain in arrears for a period exceeding ninety (90) days, the Board of Directors may suspend or expel such member for non-payment of dues.

Section 4. Resignations. All resignations of membership in the Society shall be in writing and shall be delivered to the Secretary and brought to the attention of the Board of Directors at their next Meeting.

ARTICLE III
Meetings of Members

Section 1. Annual Meeting. The Annual Meeting of the Members of the Society shall be held on the third Monday in the month of May of each year or at such time and place as the Directors may determine.

Section 2. Special Meetings. Special Meetings of the Members of the Society may be called by the President or at the written request of five Directors.

Section 3, Notice of Meeting. The Secretary shall send notice of a Meeting to the members of the Society by first class mail or email no fewer than ten (10), nor more than thirty (30) days], prior to the Meeting.

Section 4. Quorum. A quorum for the transaction of business at a Meeting of the members shall consist of a sufficient number of members in good standing present at the meeting having the power to cast at least 20% of the number of votes that might be cast by all eligible members of the Society,

Section 5. Order of Business.  The order of business at all meetings of the Society shall be as follows:

1st Reading of the minutes of the last meeting
2nd Report of the Treasurer
3rd Reports of the Standing Committees
4th Report of the President
5th Other business

ARTICLE IV
Directors

Section 1. Duties, Numbers, Election, and Classes. The property, affairs, and business of the Society shall be managed and controlled by a Board of Directors consisting of twenty (20)  Directors divided into four classes of five members. One class of Directors shall be elected at every Annual Meeting of the Society for a term of four years and each Director shall serve until his successor is elected.

Section 2. Vacancies. Any vacancy in the Board of Directors may be filled by the Board at any Meeting of the Board by a majority vote of the Directors then in office, for a period ending at the next Annual Meeting of members, when the person chosen by the Board to fill the vacancy or another eligible successor shall be elected to fulfill the remainder of the unexpired term of such Director.

Section 3. Meetings. Regular Meetings of the Board shall be held no less than quarterly, subject to appropriate notice thereof. Special Meetings of the Board of Directors may be held at the call of the President or, in his absence, any Vice-President or, at the written request of any three Directors of the Board.

Section 4. Notice of Meeting. The Secretary, or any other person designated by the Board of Directors, shall notify the Directors of the date, time, and place of any Regular or Special Meeting of the Board.  Such notice, and any other notice to the members, shall be in writing or by email communication and posted at least ten (10) days, and not more than twenty (20) days, before the date of the Meeting. Notice of any Meeting may be waived in writing by all of the Directors.

Section 5. Quorum. Seven Directors shall constitute a quorum at any Meeting of the Board.

Section 6. Order of Business. The order of business at all Meetings of the Directors shall be as follows:

1st: Reading of the minutes
2nd: Report of the Treasurer
3rd: Reports of the committees
4th: Election of members
5th: Old business
6th: New business

Section 7. Action Without a Meeting. Any action required or permitted by these By-Laws to be taken at a Regular or Special Meeting of the Board of Directors may be taken without a Meeting through written consent, setting forth the action so taken, signed by all of the members of the Board of Directors.

Section 8. Removal. Any Director may be removed from office with or without cause by a vote of the Directors.

ARTICLE V
Officers

Section 1. Officers. The officers of the Society shall be President, First Vice-President, Second Vice-President, Treasurer, Secretary, and Historiographer.  All of the officers shall be members of the Board of Directors.

Section 2. Election. Officers shall be elected by the Directors at the first Regular Meeting of the Board after or during a recess of the Annual Meeting of the Society, and shall hold office for a term of one year or until their successors are elected.

Section 3. Duties of the President. The President shall have the following duties.

A. The President shall preside at all Meetings of the Society. In the absence of the President, the First Vice-President then the Second Vice-President, in such order, shall preside. In the absence of all such officers, the Secretary shall call for the Meeting to be adjourned.

B. At the Annual Meeting of the Society, the President shall present a report concerning such matters as he or she may deem of interest and importance to the Society.

C. At the request of the President, the Board of Directors may establish such other committees as it may, from time to time, designate. The President shall nominate the chair and members of such committees, subject to the consent of the Board.  The President shall be an ex-officio member of all such committees, except the Nominating Committee, which shall be designated by the Board and constituted by members of the Board,

D. The President will be the second signer on any Society bank account and first signer on any documents that require signature by an officer.

E. The President, upon completion of his or her term of office, shall present to his or her successor the President’s medallion of office.

Section 4. Duties of the Vice-Presidents.  All Vice Presidents shall report to the President and carry out such other duties as may be assigned to them by the President.  The First Vice President, or in his or her absence, the Second Vice President, shall, in the absence of the President, perform the duties of that office.

Section 5. Duties of the Treasurer. It shall be the duty of the Treasurer to take charge of all money, funds, and securities of the Society and the deposit of all funds of the Society with banks, trust companies, or other financial institutions approved by the Board of Directors; to pay all bills and accounts; to collect or receive all sums of money and accounts, fees and dues; to keep a record of all moneys received and paid, and render an account thereof to the Board of Directors at each meeting of the Board; to report to the Society at the Annual Meeting; to prepare the Society’s tax returns; and to perform such duties as may be assigned to him by the Board of Directors or President.  Any checking accounts of the Society shall require the signatures of the Treasurer and the President, or in the absence of either, the Secretary.  However, responsibility for the performance of the investment portfolio shall be the duty of the Committee on Finance, not the Treasurer.

Section 6. Duties of the Secretary. It shall be the duty of the Secretary to call, all meetings of the members of the Society and the Directors; to make and keep a record of the acts and proceedings of such meetings; to notify all persons of their election as members of the Society, or as Directors, officers, or Committee members of the Society; to make and keep an accurate roll of all members of the Society, with the names, email and street addresses, and telephone numbers of such members; to provide newly elected members with a copy of the By-Laws; to promptly notify the Treasurer of all changes in the membership through death or resignation of existing members, to furnish the President data for his Annual Report, to conduct such correspondence as may be required; to take charge of the seal of the Society; to prepare and distribute a pamphlet containing the By-Laws, the names of the officers, Directors, members, and the Chairs of the Committees of the Society, if the same shall be ordered to be prepared by the Board of Directors; and to perform such other duties as may be assigned to the Secretary by the Board of Directors or the President.

Section 7. Duties of the Historiographer. It shall be the duty of the Historiographer to receive and maintain the applications of individuals who have joined the Society; to take charge of all books, pamphlets, and relics which may become the property of the Society; to acknowledge all donations of these items to the Society; to prepare a necrology of members including such information as may be of interest to members which is consistent with the wishes of their families, and to report this information to members.

Section 8. Other Officers. The Board of Directors may appoint such other officers, from time to time, to carry out duties prescribed by the Board.

Section 9. Removal.  Any officer may be removed with or without cause by a vote of the Board of Directors.

ARTICLE VI
Committees

Section l. Executive Committee. The Board of Directors, by resolution adopted by a majority of the members of the Board, may designate an Executive Committee consisting of three or more Directors. The Executive Committee shall have all the authority provided to it by the Board to the extent permitted by law.

Section 2. Standing Committees. There shall be four standing committees, consisting of such number of Directors and members as the Board of Directors may determine: a Committee on Membership: a Committee on Finance; a Committee on Scholarship – Student Aid, and a Committee on Events.  The chairs of the Committees shall be members of the Board of Directors.

Section 2A. Duties of the Committee on Membership. It shall be the duty of the Committee on Membership to promote membership in the Society; to organize semi-annual social events specifically for recruiting, to examine all applications for membership immediately upon their receipt and to report to the Board of Directors its findings concerning the eligibility and desirability of any person proposed for membership in the Society,

Section 2B. Duties of the Committee on Finance. It shall be the duty of the Committee on Finance to recommend to the Board an independent investment advisor who shall have primary responsibility for the investment and management of the investment portfolio of the Society, under the oversight of the Committee on Finance, and in accordance with the investment objectives adopted by the Board of Directors. The Committee on Finance shall exercise oversight of all bills and accounts of the Society each year immediately following the appointment of its members. The Committee on Finance shall report to the Board of Directors at each Meeting of the Board on the performance of the investment portfolio of the Society, and perform such other duties relating to the accounts, funds, and finances of the Society, as may be assigned to the Committee by the Board of Directors.  The Treasurer shall be an ex-officio member of the finance committee.

Section 2C. Duties of the Committee on Scholarship-Student Aid. It shall be the duty of this Committee on Scholarship – Student Aid to recruit applicants through publicity, the Society’s web page, and any other means it considers worthwhile, to examine all eligible applicants for scholarships and to report its findings to the Board of Directors. Such scholarships, as may be approved by the Board of Directors, shall be referred to the Treasurer for payment.  It shall also consider other ways for the Society to make use of its’ endowment for the support of students.

Section 2D Duties of the Committee on Events. It shall be the duty of the Committee on Events to plan and organize fund-raising events, make all arrangements for the Annual Dinner and any other social functions authorized by the Board of Directors, and to select speakers or other entertainment, subject to the approval of the President.  Social events being essential to the Fellowship mission of the Society, the Committee on Events shall endeavor to have five social events a year, including the Annual Meeting and the Scholarship Reception.

Section 2E. Nominating Committee. This ad hoc Committee shall be constituted of three or more Directors designated by the Board.  The Nominating Committee shall present to the Membership at the Annual Meeting of the Society (1.) present to the Membership a Class of five candidates for election to a four-year term as Directors of the Board of the Society, and (2.) present to the Board a slate of candidates for the annual election of Officers of the Society

ARTICLE VII
Scholarship-Student Aid

The Board of Directors may, at any time, in its discretion, appropriate from the funds of the Society amounts to be used for scholarships to be awarded to students residing in Brooklyn or Long Island who propose to attend secondary schools or institutions of higher learning located in one of the New England States,

ARTICLE VIII
Indemnification of Directors and Officers

All rights of indemnification authorized by the provisions of Section 721 to 726, inclusive, of the New York Not-for-Profit Corporation Law, as the same may be amended hereafter from time to time, are hereby conferred upon all persons on whom the Society is lawfully authorized to confer such rights. Without limiting the generality of the foregoing, the Society shall, to the extent and upon the conditions and in the manner from time to time prescribed or permitted by such Law, indemnify:

(i) each person made a party to an action by or in the right of the Society to procure a judgment in its favor, against reasonable expenses, including attorney’s fees, actually and necessarily incurred by such person in connection with the defense of such action or in connection with any appeal therein, and,

(ii) each person made or threatened to be made a party to any civil or criminal action or proceeding, other than by or in the right of the Society to procure a judgment in its favor, against judgments, fines, amounts paid in settlement, and reasonable expenses, including attorneys’ fees, actually and necessarily incurred as a result of such action or proceeding or any appeal therein, by reason of the fact that either (a) such person is or was a Director or officer of the Society (including as such officers a member of any committee of the Board of Directors). Subject to the conditions prescribed by law the Society may pay, in advance of final disposition of any such action or proceeding, expenses incurred by Such person in defending such action or proceeding. Nothing contained in this Article VIII shall affect any rights to indemnification to which personnel other than Directors and officers may be entitled by contract or otherwise under law.

ARTICLE IX
Amendments to By-Laws

The By-Laws of the Society may be amended, or new By-Laws may be adopted, by a majority vote of the Directors or by the affirmative vote of two-thirds of all Members of the Society who are in good standing and eligible to vote at a meeting of the Society called for such purpose, provided that written or emailed notice of such proposed amendment or adoption shall have been communicated to each Director or Society Member at least two weeks prior to the meeting at which such action is to be taken.