Constitution & Bylaws

CONSTITUTION

Section 1. The name of this nonprofit corporation shall be “THE PILGRIM HENRY SAMSON KINDRED” referred to in this document as the “Kindred.”

Section 2. The aim and purpose of the Kindred shall be the preservation of the spirit and tradition of those early pilgrims from beyond the sea, whose sturdy strength and fearless integrity lie at the basis of our nation’s greatness; the especial honoring of that man and wife among them from whom we directly trace descent; the publication of a Samson Genealogy and such other histories and books as shall make suitable records for public archives; and the establishment of some fitting memorials of Pilgrim Henry and Anne (Plummer) Samson and Abraham Samson (in Duxbury, Plymouth Colony by 1638) and his wives; and lastly the fostering among the Kindred descendants of these revered ancestors of a spirit of helpfulness and comradeship and an honorable pride in the source of their common generation.

Section 3. For the purposes of closer personal and social relations, the furthering of the aims and the building up of the membership of the Society, subordinate chapters may be organized.

Section 4. All members of subordinate chapters must first become members of the parent or national Society and their application papers be approved by the Genealogist.

Section 5. This Constitution shall take effect after ratification of the Triennial Meeting on 11 September 2005 by all interested parties in attendance.

Section 6. Dissolution. No part of the income of the Kindred shall be paid, distributed, or otherwise inure to the benefit or use of its Assistants (directors) or officers or other private persons, except that the Kindred shall be authorized to pay compensation in a reasonable amount to its Assistants (directors) or officers for services rendered, and to make payments and distributions in furtherance of its general corporate purposes including contributions and donations for charitable purposes. Upon dissolution of the Kindred, the assets of the Kindred shall not be distributed to its Assistants (directors) or officers or other private persons. Upon such dissolution, the Board of Assistants of the Kindred shall, after paying or making provision for the payment of all corporate liabilities and for the disposition of any property committed to charitable purposes as required by statute or court order, transfer and convey the remaining assets to such charitable organization or organizations exempt under Section 501(c)(3) of the U.S. Internal Revenue Code (or equivalent successor provision) as the Board of Assistants shall determine to be similar to the corporation’s character, purpose, and method of operation.

Section 6. This Constitution may be amended by a two-thirds vote at a Triennial Meeting after the membership shall have been given notice at least two weeks before the meeting of the proposed amendment.

BYLAWS

ARTICLE I: ELIGIBILITY AND MEMBERSHIP

Section 1. Classes of Membership. There shall be four (4) classes of membership with the following requirements.

1. Active Member. Any person eighteen (18) years of age or over who has filed a documented lineage from Henry and Anne (Plummer) Samson, or Abraham Sampson and his wives, which has been approved by the Genealogist, may become an Active Member.

2. Junior Member. Any person under eighteen (18) years of age, who has filed a documented lineage from Henry and Anne (Plummer) Samson, or Abraham Sampson and his wives, which has been approved by the Genealogist, may become a Junior Member. Junior members may neither vote nor serve on the Board of Assistants, however they may be appointed to one of the various Committees.

3. Associate Active Member. Any person eighteen (18) years of age or over who has not filed a documented lineage from either Henry and Anne Samson or Abraham Samson and his wives. Associate members may vote and serve on the Board of Assistants in a non-officer capacity and the various Committee.

4. Associate Junior Member. Any person under the age of eighteen years (18) years of age who has not filed a documented lineage from Henry and Anne Samson or Abraham Samson and his wives. Associate Junior Members may neither vote nor serve on the Board of Assistants, however they may be appointed to one of the various Committe.

Section 2. Applications of all types will be submitted upon the form furnished by the Kindred. Lineage papers with documentation will be submitted to the Kindred’s Genealogist. For descendants of Henry Samson, a photocopy of a lineage paper approved by, and bearing the signature of, the Historian General of the General Society of Mayflower Descendants (GSMD) and dated after 1982 (when full documentation became required by the GSMD) will be accepted in lieu of the Kindred’s form. In all other instances, the Vol. 20 Parts 1 and 2 and any subsequent Parts of the GSMD’s Pilgrim Families Through 5 Generations, will be used to document the first five generations of descent from Henry Samson. For descendants of Abraham Sampson, a photo copy of a lineage paper documenting descent from Capt. Myles Standish through his granddaughter Lora Standish (daughter of Alexander) and Abraham Sampson, Jr. (son of Abraham), approved by, and bearing the signature of, the Historian General of the General Society of Mayflower Descendants and dated after 1982, will be accepted in lieu of the Kindred’s form. In all other instances, the GSMD’s Vol. 14 (Family of Myles Standish) will be used to document the first five generations of descent from Abraham Sampson through Abraham’s son Abraham and his wife Lora Standish. Those claiming descent from Abraham Sampson via his daughter Elizabeth and her husband Philip Delano (son of Philippe Delano) will use the GSMD’s 1999 Philip Delano of the “Fortune” 1621, or superceeding editions.

Section 3. Withdrawal from membership. The Treasurer will notify members failing to pay dues for one (1) year that unless the arrears are paid within six (6) months from the date of notice, they will stand suspended and their names will be deleted from the rolls of members.

A member may honorably withdrawal from the Kindred. It shall be necessary that notice be given the Secretary in writing of a desire to withdrawal at the end of any current fiscal year to which all obligations are paid.

Section 4. Reinstatement of membership. Any prior member may be reinstated by payment of such sum as may be determined by the Board of Assistants from time to time.

ARTICLE II: FEES DUES AND CERTIFICATES OF MEMBERSHIP

Section 1. Fees. An application fee appropriate as determined by the Board of Assistants from time to time.

Section 2. Dues.

1. All Members are subject to annual membership dues, which will be determined by the Board of Assistants from time to time. The annual dues are payable in advance.

Section 3. Certificates. Each member will be furnished with an appropriate certificate of membership.

Section 4. All those joining the Kindred between the date of the initial ratification of the Constitution and Bylaws and 30 June 2006, shall be considered “Founders.”

ARTICLE III: OFFICERS, EXECUTIVE BOARD, COMMITTEES AND APPOINTEES

Section 1. Officers. There shall be four (4) elective officers of the National or parent Kindred organization: a Governor, an Assistant Governor, a Secretary and a Treasurer. All officers shall be Active members.

Section 2. Board of Assistants. The officers together with the Governors of each subordinate Colony, a minimum of three (3) Assistants, and two Past Governors shall constitute the Board of Assistants. Associate Active members may serve as Assistants. The Board of Assistants is responsible for the administration of the Kindred’s affairs between General Meetings.

Section 3. Committees. There shall be three standing committees: Executive, Membership, and Education. Each shall be chaired by one of the Assistants or another member of the Kindred. Appointments shall be made at the Triennial meeting of the membership: The Governor shall chair the Executive Committee and is ex-officio of all committees. All committees are to make reports to the Board of Assistants.

Section 4. Nominations. The nominations for the Board of Assistants shall be made by a Nominating Committee. The Committee shall be chaired by the immediate past Governor and three members appointed by the Governor. The Committee shall present its slate to the Governor by the 30th of June preceding the Triennial Meeting. The members of this committee must be Active members. At the Triennial meeting an Active member may make additional nominations from the floor. Where there is no contest, a voice vote may be taken; otherwise the vote shall be by ballot.

Section 5. Term. The term of the Board of Assistants shall be for three years, or until successors have been duly elected. Officers are not limited to any number of terms. The Assistants are divided into three year groups. In order to stagger the term expiration, the first year group term shall expire in 2008, the second in 2011, the third in 2014. The members of each successive year group may serve a maximum of two three-year terms before rotating off for at least one year. Vacancies caused by death or physical disability to perform the duties of their respective offices may be filled for the unexpired term by majority vote of the Board of Assistants.

Section 6. Appointees There shall be appointed triennially by the Board of Assistants an Internal Auditor, a Genealogist, an Historian, an Elder/Chaplain, a newsletter Editor, and a Webmaster. Each such appointee shall be experienced in the work of his or her respective office. The Board of Assistants may also appoint supporting members.

Section 7. Voting. Only Active or Active Associate Members 18 years of age or older may hold office or vote.

Section 8. Liability. During his or her term of office and there after, no officer, assistant, committee chairman, committee member, or appointee of the Kindred, or his or her estate, personal representatives or heirs, shall be liable to the Kindred or to anyone claiming under, through or in the right of the Kindred by reason of any action taken or omitted by him or her in good faith in his or her capacity as such. The foregoing shall not exclude other defenses or rights such officer, assistant, committee chairperson, committee member or appointee may be entitled to as a matter of law or equity. If during his or her term of office or thereafter, any officer, assistant, committee chairperson, or appointee, estate, personal representative or heirs, shall reasonably incur expenses or liabilities in resisting any claim or litigation by whomever asserted, arising out of or in connection with any action taken or omitted in good faith as such, the Kindred shall indemnify him, her or them against such expenses or liabilities. The Kindred shall to the extent legally permissible and only to the extent that the status of the Kindred as an organization exempt under section 501(c)3 of the Internal Revenue Code is not affected thereby, indemnify each of its officers or other agents (including persons who serve at its request as members, directors, officers or other agents of another organization in which it has an interest) against all liabilities and expenses, including amounts paid in satisfaction of judgment, in compromise or as fines and penalties, and counsel fees, reasonably incurred by him or her in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he or she may be involved or with which he or she may be threatened, while in office or thereafter, by reason of his or her being or having been such an officer or agent, except with respect to any matter as to which he or she shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interest of the Kindred; provided, however, that as to any matter disposed of by a compromise payment by such officer or agent, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as in the best interests of the Kindred, after notices that it involves such indemnification: (a) by a disinterested majority of the members of the Board of Assistants then in office; or (b) by a majority of the disinterested members of the Board of Assistants then in office, provided that there has been obtained an opinion in writing, of independent counsel to the effect that such officer or agent appears to have acted in good faith in the reasonable belief that his or her action was in the best interest of the Kindred; or (c) by a majority of the disinterested members of the Board Assistants entitled to vote. Expenses including counsel fees reasonably incurred by any such officer or agent in connection with the defense of disposition upon receipt of an undertaking by such individual to repay the amounts so paid to the Kindred if he or she shall be adjudicated to be not entitled to indemnification under (state) General laws, Chapter —, Section –. The right of indemnification thereby provided shall not be exclusive of or affect any other rights to which any officer or agent may be entitled. Nothing contained herein shall affect any rights to indemnification to which corporate personnel may be entitled by contract or otherwise under law. As used in this Section, the terms “officer” and “agent” include their respective heirs, executors and administrators, and an “interested” member is one against whom in such capacity the proceedings in question or another proceeding on the same or similar grounds is then pending.

ARTICLE IV: MEETINGS

Section 1. The regular business Triennial Meeting of the Kindred shall be held in Plymouth, Massachusetts in conjunction with the GSMD Triennial Congress, unless voted otherwise by the Kindred or the Board of Assistants. At the Triennial Meeting shall be held the election of officers and the transaction of any other business that may legally come before it.

All meetings of the Kindred and the Board of Assistants shall be conducted in accordance with Robert’s Rules of Order.

Section 2. Business meetings may be called by the Board of Assistants at any time provided notice of such meeting together with the business to be transacted thereat be given to the Board of Assistants membership at least two weeks before said meeting. Meetings may be held in person, by mail, phone or other means of communication.

Section 3. Ten (10) voting members shall be present to constitute a quorum for the election of officers and the transaction of business at a Kindred membership meeting.

Section 4. Five (5) members of the Board of Assistants shall constitute a quorum at a Board of Assistants meeting and a majority vote of those present is required for the passage of any motion or vote as determined by the Board of Assistants from time to time.

Section 5. By majority vote of the Kindred or the Board of Assistants, any matter of interest to the Kindred may be submitted to the Kindred membership by mail and with the request that they cast their vote on the referendum ballot, which shall accompany the subject matter expressing their wishes for or against, as determined by the Board of Assistants from time to time.

ARTICLE V: FISCAL YEAR

Section 1. The fiscal year of the Kindred shall commence on the first day of July and end on the thirtieth day of June of each year.

ARTICLE VI: DUTIES OF ELECTED OFFICERS

Section 1. Governor. It shall be the duty of the Governor to preside at all meetings of the Kindred to act as chairperson of the Board of Assistants, to oversee the general business and welfare of the Kindred, to appoint all committees when not otherwise voted or provided for, to endeavor to promote the aims and purposes of the Kindred as expressed in Article I, Sections 2 and 3 of the Constitution, to carry out the expressed will of the Kindred, and to report on the business of his or her office to the meetings of the Board of Assistants and present a written report at each Triennial Meeting of the Kindred.

Section 2. Assistant Governor. It shall be the duty of the Assistant Governor to preside at meetings in the absence of the Governor, and to assume all other duties of the office of Governor in the case of his or her death or disability before the expiration of his or her term of offie.

Section 3. Secretary. It shall be the duty of the Secretary to keep the records of the meetings of the Kindred and the Board of Assistants in connection with the working purposes of the Kindred. The Secretary shall render a triennial report of the work of that office at the Triennial Meeting.

Section 4. Treasurer. The Treasurer shall hold the funds of the Kindred and shall deposit the same in the name of the Kindred in a bank or banks or invested in such securities as may be designated by the Board of Assistants or its designee. He or she shall pay all bills, which have been authorized by the Kindred or a majority of the Board of Assistants. He or she shall collect all fees and dues, shall each year send notices to members calling for payment and shall make a full and audited report at the Triennial Meeting. All payments of $200 or greater shall bear the signatures of the Treasurer and Governor or Assistant Governor.

Section 5. Board of Assistants. It shall be the duty of the Board of Assistants to carry out the wishes of the Kindred as voted by the Triennial Meeting, to arrange for other meetings when in its judgment it deems best, to endeavor so far as it may to further in every way the carrying out of the aims and purposes of the Kindred as expressed in the Constitution, and provide general management of the affairs of the Kindred, its members making a report to the Triennial Meeting.

The Board of Assistants shall have sole power to authorize the expenditure of funds other than those ordered by the Triennial Meeting, and to fill vacancies as provided by Article III, Section 5 of these Bylaws. The Board of Assistants shall hold its meeting in such place and time as it may decide. The meetings shall be held at the call of the Governor on his or her own initiative or on the request made of him or her in writing by five members of the Board of Assistants, the notices to be sent out by the Secretary setting forth the time and place of meeting and the purpose of same. Five (5) members of the Board of Assistants shall constitute a quorum and a majority vote of those present shall be required for the passage of any motion or resolution. The Board of Assistants may appoint committees as it may determine from time to time, giving such committees such powers as it may deem proper.

ARTICLE VII: DUTIES OF APPOINTEES

Section 1. Internal Auditor. The Internal Auditor shall audit the books and accounts of the Kindred at the close of each fiscal year and make a written report of his findings to the Board of Assistants and the Triennial Meeting of the Kindred.

Section 2. Chaplain/Elder. The Chaplain/Elder shall perform such duties as are assigned by the Governor or the Board of Assistants. The Chaplain/Elder shall make a written report to the Triennial Meeting of members reported to him or her as having died but not previously reported on, and conduct such memorial service as is in keeping with the occasion.

Section 3. Genealogist. It shall be the duty of the Genealogist to verify the authenticity of the lineage of genealogies submitted by applicants. If they are incorrect, he or she shall return same to the applicant, setting forth the reasons therefore. When the Genealogist approves or rejects the lineage or genealogy, he or she shall signify approval by signing and dating the same and notifying the Membership Chair of such. The Genealogist shall maintain the Kindred’s Genealogy Library and may order such books as necessary. The Genealogist shall receive reimbursement for expenses and may receive such additional remuneration, as the Board of Assistants may deem appropriate from time to time. The Kindred shall not pay for research or other expenses necessary to perfect the lineage of any applicant.

Section 4. Historian. The Historian shall collect and maintain those records, reports, and files needed to publish, from time to time, a history of the issues, decisions and activities of the Kindred. The Historian will serve as the Kindred’s primary liaison between the executive committee and the membership, on the one hand, and the fields of academic history, public history, archaeology, and historical preservation in order to ensure that the Samson Kindred’s interpretation and preservation of Henry and Anne (Plummer) Samson, Abraham Sampson and his wives, their descendants, and the Samson Kindred is informed by current professional standards. The Historian will serve on all committees that involve the Kindred in the interpretation and presentation of history (e.g. the Communications and Education Committees). The Historian shall collect and maintain those records, reports and files needed to publish, from time to time, a history of the issues, decisions and activities of the Kindred.

Section 5. Webmaster. The Webmaster shall be responsible for the design of the Kindred’s Website and work closely with the Secretary and Education Committee Chair who are charged with providing timely notice to the Webmaster of Kindred happenings. The Website is the Kindred’s window to the world and it shall serve the educational mission of the Kindred by presenting articles concerning the history and genealogy of both the descendants and ancestors of Pilgrim Henry Samson and his wife Anne Plummer, and of Abraham Sampson of Duxbury and his wives. The submission of original articles by members of the Kindred will be encouraged. The General Society of Mayflower Descendants’ Policy #55, Website Policy,” shall be considered the guide for the operation of the Kindred’s Website.

Section 6. Newsletter Editor. The Editor shall be responsible for the design and content of the Kindred’s newsletter and work closely with the Secretary and Education Chair who are charged with providing timely notice to the Editor of Kindred happenings. The Newsletter is the Kindred’s primary method of communication with its members and shall serve the educational mission of the Kindred by presenting articles concerning the history and genealogy of both the descendants and ancestors of Pilgrim Henry Samson and his wife Anne Plummer, and of Abraham Sampson of Duxbury and his wives. The submission of original articles by members of the Kindred will be encouraged.

Section 7. Counselor. The Counselor shall advise the Governor and the Board of Assistants on legal matters, particularly those having to do with the proper interpretation of the Constitution and Bylaws, in order that the business of the Kindred may be transacted lawfully and in accordance with the Constitution and Bylaws.

ARTICLE VIII: LOCAL COLONIES

Section 1. In any state, city, town or other geographical subdivision, ten or more members may organize a Colony, under the jurisdiction of The Pilgrim Henry Samson Kindred, Inc., from whom charters of affiliation shall be secured.

Section 2. Each Colony so chartered shall elect officers in accordance with bylaws promulgated by the Kindred Board of Assistants. No actions shall be in conflict with the Constitution and Bylaws of The Pilgrim Henry Samson Kindred, Inc.

Section 3. Each Colony shall submit an annual activity report including a financial report to the Kindred Secretary.

Section 4. Only those who are members in good standing in The Pilgrim Henry Samson Kindred, Inc. shall be eligible to retain membership in Subordinate Colony.

Section 5. Subordinate Colonies may use the designation: (Name of Colony), The Pilgrim Henry Samson Kindred, Inc. on stationery, etc.

ARTICLE IX: AMENDMENTS

Section 1. These Bylaws may be amended by a majority vote of qualified members present and voting at any Triennial or special meeting, provided two weeks notice has been given to the membership of the proposed amendments.

Section 2. These Bylaws shall take affect after ratification of the Triennial Meeting on 11 September 2005.

(August 2, 2005 draft, September 11, 2005 mod.; September 20, 2005 correction)