name of this association shall be Constitution Society, herein
referred to as the Society, and it may also be referred to as the
Constitutionalist Church, a civil religion of any polity in which it
is active. It is presently s nonprofit charitable unincorporated
association, but may, on a vote of its Board of Trustees, elect to
The Society shall research, write, and teach the history, original
meanings, and applications of the constitutions, written or
unwritten, of government of nations, subdivisions thereof, or private
associations, consistent with the superior constitutions of nature,
society, or dominion.
the Society shall promote faithful compliance, and devotion to,
constitutions of government, as originally understood and meant.
The Society shall defend against deviations from correct
understandings or applications of constitutions, and from all those
who might attempt to subvert or overthrow properly ratified
constitutions, except by proper amendment.
The Society shall attempt to develop reforms of existing
Constitutions to fit them better to the needs of their societies.
To cultivate a fellowship of constitutional knowledge and devotion,
and organize local or specialized affiliates to extend the fellowship
Members of the Board of Trustees are members of the Society.
Membership is open to any person who declares support for the
Society, its purposes, or its activities, upon application therefor,
subject to approval of the Board of Trustees or their
IV. Board of Trustees.
Powers. The affairs of this society shall be managed by the Board of
Trustees, who shall have and may exercise all the powers of the
Society, except those powers reserved to members by law, or these
Bylaws. They shall have the power to purchase, lease, and sell
property, and to make such contracts and agreements as they may deem
advantageous. They shall have the power to set annual dues for the
membership. They shall be responsible for establishing procedures for
the election of Officers and Trustees and for voting on amendments to
the bylaws. They shall report their actions to any regular Meeting of
the members of the Society. The
Board of trustees when acting in a general meeting thereof, shall
collectively constitute a revocable trustee of the Association, with
plenary power to decide all business before it.
The Board of Trustees shall be comprised of one to 23 individuals or
majority of members of the Board shall constitute a quorum, but in
the event a quorum cannot be obtained, those attending may conduct
business subject to approval of the next regular meeting.
If meetings shall consist of more than twelve members, they shall be
conducted according to the 1906 edition of Robert’s Rules of
Order, except that they may be conducted electronically, using
the best available means.
Composition. The Board of Trustees of the Society shall be composed
of the President, the Vice President, the Secretary, and the
Treasurer, and such others as may be selected. Officers and trustees
shall be elected annually by ballot as provided below.
Tenure. Members of the Board of Trustees shall serve for two year
terms, or until their successors are chosen and qualified.
Election. The President and Vice President shall be elected in odd
numbered years; the Secretary and Treasurer in even numbered years.
Half of the Trustees shall be elected in each year. Officers and
Trustees shall be elected by mail or electronic ballot of members in
good standing. Nominations shall be made in accordance with
procedures established by the Board of Trustees. Nominations may also
be made by petition signed by five members in good standing filed
with the Secretary sixty days prior to the date of the regular
Vacancies. Any vacancy in the Board of Trustees may be filled by said
Board at a meeting called for the purpose, as a temporary appointment
until the next regular election to the Board by the membership at
Meetings. Meetings of the Board of Trustees may be called by any
officer or any two or more Trustees. At least one meeting shall be
held between regular meetings of the Society to certify elections and
file appropriate forms as required by law. A written or electronic
notice of every meeting of the Board shall be given to each member of
the Board by the Secretary or other person calling the meeting, at
least seven days prior to the meeting, stating the place, day, and
hour thereof, and the purpose for which the meeting is called.
Compensation. Any individual who receives more than legal limits in
annual compensation from the Society shall be recused from all votes
on budgetary matters.
Projects and Funds. The Board may define projects and Funds dedicated
to support them, and appoint one or more Trustees to act as a trustee
committee for that Fund, of which the President shall be an ex
officio member, which committee may retain custody of the assets of
the Fund until they are spent, and any unspent amounts shall be
delivered to the Treasurer. Such project trustees shall be
accountable to the Board, to which they must make a report at any
regular meeting. Each
of the full trustees of the Board is also appointed revocable trustee
for all business before the Association that is under his or her
direct control, including monies donated and expenditures of such
monies for purposes of the Association, subject to review by the next
general meeting of the Board of Trustees, and liability for any
Provisional members. Trustees elected at an irregular meeting or
appointed by the President Shell have the privilege if voting but not
of handling funds until confirmed at the next regular meeting.
Termination or resignation. A Trustee may be terminated by a vote of
two-thirds of the members of the Board, and may resign by a letter to
V. Duties of Officers.
President and Vice President. The President shall, if present,
preside at all meetings of the Board of Trustees, and at any regular
Meeting of the members of the Society.
The Secretary shall be responsible for recording and maintaining
minutes of meetings of the Board of Trustees and of the membership;
shall be responsible for the safekeeping of the non-fiscal records of
the corporation; and shall have and perform such other powers and
duties as may from time to time be determined by the Board of
The Treasurer shall receive and disburse funds of the Association as
determined by the Board of
shall be responsible for the safekeeping of all moneys, obligations,
contracts, and fiscal
of the Association; and shall maintain accurate financial records of
all transactions of the
All property of the Society in the Treasurer’s custody shall be
subject at all times to
inspection and control of the Board of Trustees.
Project Trustees. As many as six of the society’s Trustees will
be elected with special responsibility for particular projects, and
the funds to support them. Other Projects may be established or
dissolved by a majority vote of the Board of Trustees. As
appropriate. Project Trustees of the society have the same nomination
and election procedures as used for other Trustees.
VI. Regular meetings.
meetings of the members of the Society shall be held at such time and
place and in such format as decided by the Board of Trustees. The
meeting shall be held to hear reports from the officers and Trustees,
receive the results of the election of officers and Trustees, who
shall then take office; receive the results of balloting on bylaw
amendments, if any; and conduct any other business which may be
brought before the meeting. No binding vote may be taken at the
regular meeting on any motion not sent to the entire membership at
least 30 days prior to the meeting.
VII. Fiscal year.
fiscal year of the Association shall run from July 1 through June 30
of the following year.
VIII. Indemnification of Officers, Trustees, and Employees
Society shall indemnify any director, officer, or employee or former
director, officer, or employee of the Society against all expenses
(including court costs, attorney' fees and the amount of any judgment
or reasonable settlement) actually and necessarily incurred by him or
her, subsequent to the adoption hereof, in connection with any claim
asserted against him or her, or any action suit, or proceeding in
which he or she may be involved as a party by reason of his or her
having been such a director, officer, or employee or by reason of any
action alleged to have been taken or committed by him or her as such
director, officer, or employee excepting, however, expenses incurred
in relation to any matter with respect to which a claim is made of
willful misconduct or default or gross negligence in the conduct of
the office of such director, officer, or employee. The right of
indemnification herein provided for shall inure to the benefit of the
executors administrators of other legal representatives of each such
trustee, officer or employee and shall not be deemed exclusive of any
other right to which he or she may be entitled, under any stature,
bylaw, agreement, vote of member of otherwise, or to which he or she
might have been entitled were it not for this provision. The
indemnification provided by this Article may include payment by the
Society of expenses incurred in defending a civil or criminal action
or proceeding in advance of the final disposition of such action or
proceeding, provided that the Society has received from the person so
indemnified a written undertaking to repay any such payment if it
shall be determined that he or she is not entitled to indemnification
pursuant to this Article.
Society shall not participate in political activity, nor will it
endorse candidates for public office. The Society will not seek to
influence legislation, except as it might pertain to constitutional
X – Amendments
to the bylaws may be proposed either by majority vote of the whole
number of the Board of Trustees, or by petition signed by ten members
of the Society in good standing. Proposed amendments shall be filed
with the Secretary at least sixty days before the Regular Meeting of
the Society. They shall be submitted by mail ballot to the members of
the Society in good standing, and shall be adopted if two thirds of
those responding vote in favor.
Board of Trustees shall decide all questions of doctrine, consistent
with the positions of the Founder, as evidenced by his writings.
XII – Dissolution
the event of the dissolution of the Society, all remaining assets
shall be transferred to a like minded entity for support of programs
in accordance with the purposes of the Society.
Roland, President , Treasurer William Hennessy, Secretary
adopted April 1, 1994, as a corporate charter, and amended Jan. 5,