THE DELAWARE SOCIETY OF THE SONS OF THE AMERICAN REVOLUTION (adopted April 5, 2008; amended September 20, 2008; amended April 16, 2011) BYLAWS

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1 THE DELAWARE SOCIETY OF THE SONS OF THE AMERICAN REVOLUTION (adopted April 5, 2008; amended September 20, 2008; amended April 16, 2011) BYLAWS ARTICLE I Name, Object & Purpose Section 1. Name. The name of this organization shall be The Delaware Society of the Sons of the American Revolution (the Delaware Society ). The Delaware Society may operate using the abbreviation DESSAR. Section 2. Object and Purpose. The object and purpose of the Delaware Society shall be to promote the principles and policies of the National Society of the Sons of the American Revolution (the National Society ), as set forth in the National Society Constitution and the Delaware Society Constitution. ARTICLE II Seal The Seal of the Delaware Society shall be two and three-eighths (2 & 3/8) of an inch in diameter, charged with the figure of a minuteman grasping a musket in his right hand depicted in the habit of a husbandman of the period of the American Revolution who is in the act of deserting his plow for service to his country and surrounded by a constellation of thirteen (13) stars encircled by a band three-eighths (3/8) of an inch wide within which shall appear the legend, The Delaware Society of the Sons of the American Revolution, organized January 29, 1899 and with the following inscription, Incorporated Delaware ARTICLE III Membership Section 1. Eligibility. Eligibility and procedure for membership in the Delaware Society shall be as set forth in the Delaware Society Constitution. Section 2. Classes. The classes of membership and requirements for each class shall be as set forth in the National Society s Constitution and Bylaws. Section 3. Active Member. An Active Member of the Delaware Society shall be defined as any Compatriot who has paid all National Society and Delaware Society dues for the current membership year and is otherwise in good standing with the Delaware Society. Section 4. Chapter Membership Required. Membership in the Delaware Society shall be through a chapter. There shall be no Delaware Society members at-large. Section 5. Nonpayment of Dues. An Inactive Member of the Delaware Society shall be defined as any Compatriot who: (1) fails to pay his chapter, Delaware Society and/or National Society 1

2 dues on or before December 31 st or (2) requests to be placed on inactive status. An Inactive Member shall be ineligible for any membership benefits, including the right to vote or serve as an Officer or member of the Board of Managers. Section 6. Reinstatement After Nonpayment of Dues. An Inactive Member may be reinstated provided he submits a lump sum payment to the Delaware Society Treasurer in an amount equal to the total of current chapter, Delaware Society and National Society dues, plus any additional fees or financial obligations imposed by, or owed to, the Delaware Society. Section 7. Resignation. Resignations shall be submitted in writing to the Secretary and shall be effective upon receipt. ARTICLE IV Officers Section 1. President. It shall be the duty of the President to preside at all meetings of the Delaware Society and the Board of Managers. The President shall have general supervision over the business and affairs of the Delaware Society and will act as the chief executive officer of the Delaware Society. The President shall approve all orders directing the disbursement of funds. He shall prepare a written report covering the preceding year s business and his recommendations for the ensuing year for presentation at the Annual Meeting. He shall appoint all committees, except as otherwise provided by the Board of Managers, and serve as an exofficio member of all committees except the Nominating Committee. Section 2. First Vice President. The First Vice President shall have oversight of the Delaware Society s youth recognition and awards programs as well as primary responsibility for event planning. The First Vice President shall perform such additional duties as may be assigned by the President. Section 3. Second Vice President. The Second Vice President shall have oversight of the Delaware Society s membership and shall be responsible for maintaining liaison with the local chapters and ensuring that the chapters meet regularly and are in compliance with the Delaware Society s Constitution and Bylaws. The Second Vice President shall perform such additional duties as may be assigned by the President. Section 4. Secretary. The Secretary shall be responsible for providing notice of, and recording the minutes of, all meetings of the Delaware Society, the Board of Managers and the Executive Committee. The Secretary shall ensure that copies of meeting minutes are distributed to the appropriate Delaware Society officers in a timely manner. The Secretary shall maintain the Delaware Society s Seal and be responsible for all personal property of the Delaware Society except as otherwise provided by the Board of Managers. The Secretary shall maintain an up-todate record of the members of the Society, including members name, address, date of admission to the Society, National Number, State Number and, when appropriate, the date of death or other date of termination of a member s membership. The Secretary shall report on all changes in membership at each meeting of the Board of Managers. The Secretary shall notify each new member of his election to membership in the Society and arrange for presentation of the 2

3 membership certificate. The Secretary shall perform such additional duties as may be assigned by the President. Section 5. Treasurer. The Treasurer shall be the chief financial officer of the Delaware Society. His duties are such that the individual who holds this office should have previous experience in accounting, banking or financial management. His duties include collecting, safekeeping, depositing and disbursing the Delaware Society s funds and securities as well as informing the Board of Managers regarding the Delaware Society s financial affairs. The Treasurer shall be responsible for collecting the National Society, Delaware Society and chapter dues from the entire Delaware Society membership, paying required National Society fees and annual dues and other donations to the National Society and remitting collected chapter dues to the chapters in a timely manner. The Treasurer shall prepare a written report on the financial status of the Delaware Society for presentation to each Board of Managers meeting as well as the Annual Meeting. The Treasurer shall perform such additional duties as may be assigned by the President. Section 6. Chancellor. The Chancellor is responsible for the Delaware Society s legal affairs and shall be an attorney admitted to practice before the bar of the State of Delaware. Upon request, he shall provide advice to the Board of Managers and the Delaware Society s membership on any matter properly brought before the Delaware Society. Annually, the Chancellor shall review the Delaware Society's Constitution and Bylaws, policies and corporate filings and recommend any necessary changes or amendments to the Board of Managers. The Chancellor shall be responsible for reviewing and submitting all corporate filings required by the State of Delaware. The Chancellor is responsible for interpreting the National Society s and the Delaware Society s Constitutions and Bylaws; any decision interpreting the Delaware Society's Constitution or Bylaws shall be final. He shall report any legal issues confronting the Delaware Society to the Board of Managers. The Chancellor shall perform such additional duties as may be assigned by the President. Section 7. Registrar. The Registrar shall receive all applications for membership in the Delaware Society and shall examine each such application received to insure that the application shows sufficient evidence to warrant submission to the National Society for favorable action and approval. The Registrar may require additional evidence of eligibility for admission to the Delaware Society when, in his judgment, such evidence is necessary for National Society approval of the applicant. The Registrar shall retain custody of all pending membership applications and may make and retain copies of genealogical data until action has been taken on the application for membership. The material shall then be sent to the Delaware Society s archives. The Registrar shall coordinate his efforts with the Secretary, the Treasurer and the Historian. The Registrar shall perform such additional duties as may be assigned by the President. Section 8. Historian. The Historian shall maintain the Delaware Society s files of historical information about the Delaware Society, its members, events, programs and activities. He shall be responsible for regularly updating and periodically publishing a member registry and maintaining the archives of the Delaware Society including the genealogical records and related data in the possession of the Delaware Society. The Historian shall submit a chronological list of 3

4 deaths that have occurred during the past year at the Annual Meeting and coordinate with the Chaplain regarding the Necrology Service. The Historian shall maintain files of clippings, reports and other material concerning the Delaware Society and its members in the archives. The Historian shall perform such additional duties as may be assigned by the President. Section 9. Chaplain. The Chaplain is charged with the spiritual welfare of the Delaware Society and its members and may conduct the religious functions of the Society, such as, offer the invocation and the benediction at meetings of the Delaware Society. The Chaplain shall preside at the Necrology Service held at the Annual Meeting. The Chaplain shall perform such additional duties as may be assigned by the President. Section 10. Surgeon. The Surgeon shall be a practicing Doctor of Medicine or Osteopathy or one who has special training in first aid and cardiopulmonary resuscitation (CPR). He shall provide medial care for any Compatriot needing such care during Delaware Society functions. The Surgeon shall make regular reports to the members regarding relevant public health matters. The Surgeon shall perform such additional duties as may be assigned by the President. Section 11. Terms of Office. Officers of the Delaware Society shall be elected annually at the Annual Meeting. All Officers shall serve for one (1) year, commencing at the close of the Annual Meeting. There are no term limits; provided, however, that a President, First Vice President or Second Vice President who has served two consecutive terms in his respective office shall not be eligible for reelection to that same office until he has been out of said office for at least one (1) year. Notwithstanding the preceding sentence, if a successor has not been elected and qualified, the incumbent officer, including the President, shall serve until his successor has been duly elected and qualified. Section 12. Assistant Officers. The President may appoint one or more assistants for each Officer enumerated in Sections 4 through 10 of this Article. The Assistant Officer shall serve at the pleasure of the President. An Assistant Officer may act to discharge the duties of the Officer if said position becomes vacant or when called upon by the President or Officer. Section 13. Eligibility. Every Active Member of the Delaware Society is eligible to hold office in the Delaware Society. Section 14. Resignations. Any Officer, Assistant Officer or member of the Board of Managers may resign such position at any time, such resignation to be made in writing and to take effect from the time of its receipt by the Board of Managers, unless some later time may be fixed in the resignation, and then from that date. Acceptance by the Board of Managers shall not be required for an effective resignation. Section 15. Vacancies. A vacancy may exist upon the death, disability, resignation, transfer, removal or temporary absence of an Officer, At-Large Director or committee member. The First Vice President shall assume and discharge the duties of the office President if said office becomes vacant, or when called upon by the President. The Second Vice President shall assume and discharge the duties of the office of the First Vice President if said office becomes vacant, or when called upon by the President. If the offices of both President and First Vice President are 4

5 vacant, the Second Vice President shall assume and discharge the duties of the office of President. All other Officer and At-Large Director vacancies occurring for any reason, except for the expiration of the term, shall be filled by a majority vote of the Board of Managers from the Active Members for the remainder of the elected term. Section 16. Restrictions. The President shall not also hold the position of Secretary. Neither the President nor the First Vice President shall hold the position of Treasurer. ARTICLE V Board of Managers Section 1. Management and Duties. The Board of Managers, subject to the will and dictates of the membership, shall have the responsibility for the general management of the Delaware Society and shall make decisions, take actions and pursue goals consistent with the objects of the Sons of the American Revolution as set forth the National Society s Constitution and Bylaws, the Delaware Society s Constitution and Bylaws and the laws of the United States and the State of Delaware. Section 2. Property. The Board of Managers is responsible for and shall approve all expenditures, purchases, gifts, acquisitions and sales of Delaware Society personal property. In addition, the Board of Managers shall approve all purchases, sales and leases of real property. Following approval of the Board of Managers for the purchase and/or sale of real property, a meeting of the membership is required to ratify the action of the Board of Managers. Section 3. Composition. Members of the Board of Managers must be natural persons, 18 years of age or older and be Active Members. The voting members of the Board of Managers shall consist of: (a) all current Officers; (b) the president of each Delaware Society chapter, or his official designee; (c) the At-Large Directors; and (d) the five (5) most recent past Delaware Society presidents who: (1) are Active Members; (2) agree annually in writing to serve on the Board of Managers; and (3) are not otherwise serving as an Officer. The National Trustee, Alternate National Trustee and Assistant Officers, if any, shall be ex officio members of the Board of Managers entitled to voice, but no vote. Section 4. At-Large Director. Up to three (3) At-Large Directors shall be elected to a one (1) year term by majority vote of the Active Members at the Annual Meeting. Such term of office shall begin at the close of the Annual Meeting and continue until a successor is elected and qualified. Section 5. Meetings. The Board of Managers shall meet for organization and such other business as shall come before it within thirty (30) days of the Annual Meeting. Thereafter, the Board of Managers shall meet at the call of the President at least quarterly and as often as the President deems necessary. The Board of Managers may hold its regular meetings at such places, and at such times, as the Board of Managers shall from time to time determine. Meetings shall be open to the membership; provided, however, any meeting called for the purpose of disciplining a member pursuant to Article X shall be closed to all members except the Board of Managers and members affected by the conduct in question. 5

6 Section 6. Special Meetings. Special meetings of the Board of Managers may be called by the President or by at least five (5) voting members of the Board of Managers at any time. Each such meeting shall be held at such time and place, and for such specific reason, as shall be designated in the notice of the meeting. Section 7. Notice of Meetings. At least fourteen (14) days written notice of a regular meeting shall be given to all members of the Board of Managers. Written notice of all special meetings of the Board of Managers shall be given by the person or persons calling the meeting at least five (5) days prior to the day named for the meeting. Attendance at any meeting of the Board of Managers shall be a waiver of notice thereof. Section 8. Quorum. Seven (7) voting members of the Board of Managers shall constitute a quorum at meetings of the Board of Managers; provided, however, that members holding multiple positions on the Board of Managers shall count only once toward the quorum requirements. Section 9. Voting. Voting members of the Board of Managers shall be entitled to one (1) vote regardless of number of positions held within the Delaware Society. The acts of the majority of the voting members of the Board of Managers present at a meeting at which a quorum is present shall be the acts of the Board of Managers, unless otherwise required by law or these Bylaws. ARTICLE VI Executive Committee Section 1. Authority. The Board of Managers may designate an Executive Committee headed by the President to act on certain matters without requiring oversight by the Board of Managers. Such matters as shall be within the scope of such Executive Committee action shall be clearly set forth by the Board of Managers when the Executive Committee is authorized. The responsibilities of such Committee may be changed from time to time by the Board of Managers. Section 2. Composition. The Executive Committee shall consist of the following: President, First Vice President, Second Vice President, Secretary, Treasurer, Chancellor and the immediate past President not otherwise serving on the Executive Committee. Section 3. Quorum. Five (5) members of the Executive Committee shall constitute a quorum. Section 4. Voting. Issues before the Executive Committee shall be decided by a majority vote of those present and voting. Section 5. Minutes. The Secretary shall record the minutes of the Executive Committee meeting and shall read them at the next regular Board of Managers meeting. The minutes shall be deemed approved as read unless a majority of the members present at the Board of Managers meeting request further discussion. 6

7 ARTICLE VII Committees Section 1. Chairmen. Within thirty (30) days of election, the President should appoint chairmen for each currently constituted committee and shall appoint chairmen for the following Standing Committees: Membership Committee, Finance Committee and Awards Committee. Committee chairmen shall serve at the pleasure of the President. Section 2. Committees. The Board of Managers may, from time to time, authorize additional committees to work on specific projects within the Delaware Society. Any Active Member may be asked to participate in a committee. Section 3. Reports. Committee Chairmen shall report on committee activities to the Board of Managers and shall present a final report at the Annual Meeting. This report shall be retained in the archives for future reference. Section 4. Finance Committee. This committee shall be charged with the administration of the financial policy of the Delaware Society and shall prepare annual budget recommendations for the Board of Managers. This committee shall oversee all financial audits. Section 5. Membership Committee. This committee shall be responsible for all matters related to the Delaware Society s membership, including the recruitment of new members, the retention of current members and the reinstatement of delinquent members. In furtherance of its goals, this Committee should develop appropriate programs, events, activities and services designed to increase membership and active participation in the Delaware Society and its chapters. Section 6. Awards Committee. This committee shall be responsible for recommending, reviewing and presenting all member, community and youth awards for approval to the Board of Managers. Section 7. Nominating Committee. Within thirty (30) days of election, the President shall appoint a Nominating Committee. Such committee shall be chaired by the immediate past President and composed of four (4) additional Active Members of the Society, no more than three (3) of whom shall be current members of the Board of Managers. ARTICLE VIII Meetings Section 1. Annual Meeting. The Annual Meeting of the Delaware Society shall be held on or near April 19th, the anniversary of the Battles of Lexington and Concord, at a time and place designated by the Board of Managers. At the annual meeting, the membership shall receive the annual report of the Board of Managers, elect officers if positions are vacant or terms have expired and transact such other business as may be properly brought before the meeting. Section 2. Special Meetings. Special meetings of the membership may be called by the President, a majority of the Board of Managers or upon written request of ten (10) or more 7

8 Active Members of the Delaware Society. A request for a special meeting shall be submitted in writing to the Secretary stating the purpose of the meeting. Section 3. Commemorative Meetings. The Delaware Society shall arrange suitable commemorative meetings and activities to be held on or near Ratification Day (December 7 th ) and George Washington s Birthday (February 22 nd ). The Delaware Society shall encourage its Chapters to arrange for suitable commemorative meetings or activities for other important national holidays, including, but not limited to, Memorial Day, Independence Day, Constitution Day and Veterans Day. Section 4. Voting Requirements. Only Active Members as of the Notice mailing date are entitled to vote at Delaware Society meetings. Section 5. Notice. Notice of any meeting shall be given by letter or newsletter delivered to the last known mailing address of each member or by electronic communication to any address provided by the member for such purpose. If the notice is sent by mail, it shall be deemed to have been given to the person entitled thereto when deposited in the mail. Such notice shall specify the place, day and hour of the meeting and in the case of a special meeting or where otherwise required, the general nature of the business to be transacted. At least thirty (30) days written notice stating the time and place of the Annual Meeting shall be given to all Active Members. At least seven (7) days' written notice stating the time, place and purpose of any Special Meeting shall be given to all Active Members. Section 6. Waiver of Notice. Any required notice may be waived by the written consent of the person entitled to such notice either before or after the time for giving of notice. Attendance of a person at any meeting shall constitute a waiver of notice of such meeting, except where a person attends for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened. Section 7. Quorum. Society business may be conducted at the Annual Meeting or a Special Meeting provided that fifteen (15) or more Active Members are in attendance at the meeting, including at least three (3) members of the Board of Managers. Except as otherwise provided by these Bylaws, the acts of a majority of the Active Members present at a meeting at which a quorum is present shall be the acts of the membership. ARTICLE IX Annual Elections Section 1. Nomination Process. In October, the Nominating Committee will send an officer and committee interest form and request for nominations to the membership. The Nominating Committee shall meet during the month of January to interview and select nominees for each Officer and At-Large Director position. Thereafter, the Nominating Committee, after obtaining acceptance of the nominees, shall present the list of nominees at the next regularly scheduled meeting of the Board of Managers for approval. Upon approval, the chairman shall provide a copy of the Nominating Committee s report to the Secretary for inclusion with the Annual Meeting notice. 8

9 Section 2. Annual Meeting Procedure. The Nominating Committee shall announce its slate of officer nominations at the Annual Meeting. No nominations from the floor shall be entertained at the Annual Meeting. Section 3. Independent Nominations. Nominations independent of those presented by the Nominating Committee shall be filed with the Secretary prior to start of the Annual Meeting. Such Officer and At-Large Director nominations shall be in writing and signed by at least three (3) unrelated Active Members of the Society and shall include the concurrence of the nominee. The Secretary shall report any independent nominations for Officers just prior to voting. Section 4. Election Procedure. If there are no independent nominations for any office, a motion shall be made, seconded and voted on to authorize the Secretary to cast a unanimous ballot for the Nominating Committee s slate of nominees. If there are independent nominations for any office, the President shall appoint three (3) election inspectors who shall distribute, collect and tally the ballots. The inspectors shall then report the results of the balloting. A majority of the votes cast for any given candidate shall be sufficient for election to an office. ARTICLE X Discipline Section 1. Discipline. The Board of Managers, in its discretion, and in the best interests of the Delaware Society, may, upon the proper showing of Cause: (1) place a member on probation; (2) suspend a member; (3) remove an Officer or At-Large Director; (4) expel a member; or (5) any combination of, or all of, the preceding. A member subject to such discipline shall not be considered in good standing with the Delaware Society. Section 2. Probation. Probation terms shall be set by the Board of Managers, including, but not limited to, length of probation, constructive or rehabilitative steps and reinstatement conditions. At the conclusion of the probationary period, the Board of Managers shall reconvene to determine whether the individuals should be reinstated, if additional corrective action is necessary, or if the member should be expelled. A member who fails to comply with the probation terms may be expelled. Section 3. Removal of Officers. Any Officer or At-Large Director may be removed only with Cause. Notwithstanding the previous sentence, the accused shall be temporarily suspended from office pending any investigation and/or hearing. During this temporary suspension, the President shall appoint another individual to fulfill the duties of the accused officer. Section 4. Cause. Charges may be based upon criminal activity, disloyalty, neglect, dishonesty, conduct unbecoming a member of the Sons of the American Revolution or a violation of the objectives or eligibility requirements set forth in Articles II and III of the Delaware Society Constitution. An Officer may be removed from office if an extended absence is continuous and detrimental to the interests of the Delaware Society. All charges must be made under oath and in writing by the accuser, and no Active Member shall be suspended or expelled until given a fair hearing. 9

10 Section 5. Procedure. Upon receipt of a complaint, the Board of Managers shall appoint a three (3) member Special Committee to consider the facts and hear testimony from the accused and other members regarding the matter. Following such review, the Special Committee shall submit its findings and recommended discipline to the Board of Managers. The Board of Managers may conduct additional fact-finding or approve, reject or modify the Special Committee s recommended discipline by a majority vote of the Board of Managers present at the meeting. In the event that the Special Committee recommends expulsion from the Delaware Society, the Board of Managers may vote to expel the accused upon a three-fourths (3/4) majority vote of the members of the Board of Managers who are present at the meeting. Section 6. Not Guilty Verdict. Upon a finding of not guilty, the accused member or Officer shall be immediately reinstated to Active Membership or Office. Section 7. Appeal. The action taken by the Board of Managers shall be final unless the member or Officer appeals to the National Society, in accordance with the National Society s Bylaws, within thirty (30) days of the decision of the Board of Managers. Section 8. Reinstatement from Expulsion. A request for reinstatement shall be submitted in writing to the Board of Managers within thirty (30) days of notification of expulsion. Within thirty (30) days of receipt of the reinstatement request, the Board of Managers shall meet and vote on the request and any terms of reinstatement, if applicable. All reinstatement decisions are final. An individual seeking reinstatement after the expiration of thirty (30) days shall be required to submit an application for membership in the Delaware Society and pay the fees associated with becoming a member of the National Society and Delaware Society. Nothing in this provision shall apply to a member seeking reinstatement after non-payment of dues. ARTICLE XI National Society Obligations Section 1. Congress Delegates. The Board of Managers shall elect delegates and alternates to the National Society s Annual Congress in accordance with the National Society s Bylaws. They Secretary shall advise the National Society of the Delaware Society s delegates and alternates. The President may appoint additional delegates and alternates to complete the Delaware Society s quota if the elected number is insufficient. Section 2. Trustees. The Nominating Committee shall nominate a Trustee and Alternate Trustee, who shall be formally nominated by the Active Members at the Annual Meeting, to be elected by the delegates to the National Society s Annual Congress in accordance with the National Society s Bylaws. The immediate past President shall be accorded preference as Trustee; provided, however, that all nominees for Trustee and Alternate Trustee must commit to attending scheduled National Society Leadership Meetings and Annual Congresses. Section 3. Vice President General. The Nominating Committee shall nominate a past President to serve as Vice President General for the Mid-Atlantic District pursuant to the Atlantic Middle States Association s bylaws. Such candidate shall be formally nominated by the Active 10

11 Members at the Annual Meeting held before the Atlantic Middle States Conference in the year prior to the Annual Congress at which Delaware s Vice President General nominee takes office. ARTICLE XII Chapter Operations and Compliance Section 1. Charters. Chapter charters may be granted by the Board of Managers upon presentation of a signed petition by fifteen (15) or more Active Members of the Delaware Society. Section 2. Authority. Each chapter shall regulate its own affairs pursuant to a constitution and bylaws. Such constitution and bylaws shall be in accord with the National Society s and the Delaware Society s Constitution and Bylaws. The chapter s constitution, bylaws, and any amendments to either the chapter s constitution or bylaws, must be provided to the State Chancellor for his review at least 30 days prior to the date on which the chapter intends to vote on the adoption of the constitution, bylaws, or any amendments thereto. A copy of the chapter s current constitution and bylaws shall be filed with the Secretary and Chancellor. Section 3. Dissolution. Dissolution of a chapter may be accomplished by: (1) consent of the chapter s Active Members or (2) revocation of a chapter charter by a two-thirds (2/3) affirmative vote of the Board of Managers upon a chapter s failure to: (a) elect officers for two (2) or more years or (b) hold meetings or conduct a program for three (3) or more years. The assets and records of a dissolved chapter shall revert to the Delaware Society. Section 4. Required Reports. Approximately one (1) month prior to the Annual Meeting, chapter secretaries shall forward reports to the Secretary containing the following information: a list of the elected chapter officers; the chapter president s report stating the chapters objectives for the previous year as well as the accomplishments for the year; a copy of the chapter treasurer s report; a report on the meetings held during the preceding year, including meeting sites, the name of the speaker and his topic; a list of the awards presented during the year and the names of the recipients and a copy of each of the chapter s newsletters. ARTICLE XIII Miscellaneous Section 1. Interpretation. Unless the context requires otherwise, the general provisions, rules of construction, and definitions of the Delaware General Corporation Law shall govern the construction of these Bylaws. The singular shall include the plural. Section and Article headings do not affect interpretation of these Bylaws. Section 2. Dissolution. Upon dissolution of the Delaware Society, and after payment of just debts and liabilities, all remaining assets shall be distributed to organizations enjoying an exempt status under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended or successor provisions, with preference given to the National Society of the Sons of the American Revolution. 11

12 Section 3. Political Activity. The Delaware Society shall not substantially engage in carrying on propaganda or otherwise attempting to influence legislation; and shall not carry on any other activities not permitted to be carried on by: 1) a corporation exempt from federal income taxation under section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or successor provisions; 2) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1986, as amended; or 3) by an organization described in section 509(a)(1), (2) or (3) of the Internal Revenue Code of 1986, as amended. Section 4. Bond. If required by the Board of Managers, any person shall give bond for the faithful discharge of his or her duty in such sums and with such sureties as the Board of Managers shall determine. ARTICLE XIV Amendments Section 1. Supremacy. These Bylaws are adopted subject to the provisions of the National Society s Constitution and Bylaws. Any amendment to the National Society s Constitution or Bylaws that conflicts with any provision of these Bylaws shall be regarded as automatically amending, repealing or modifying the provisions of these Bylaws to the extent of such conflict. Section 2. Amendment. These Bylaws may be amended by a majority vote of the entire Board of Managers. Additionally, these Bylaws may be amended by a two-thirds (2/3) affirmative vote of the Active Members of the Delaware Society present in a meeting expressly called for the purpose of considering and voting on an amendment to these Bylaws. Such meeting shall be called following consideration and approval of the Board of Managers; provided that amendments to the Bylaws are submitted to the membership in writing at least thirty (30) days in advance of any vote. 12