The fine print: SMFSD Bylaws

The following are the SMFSD organizational bylaws as revised and adopted November 1, 2004, and amended in December 2009, June 2013, June 2021, and December 2021:

Article I - Name

The name of this Society shall be The Society of Middletown First Settlers Descendants 1650-1700.

Article II - Purpose

Section 1. The purpose of this fraternal, social, and charitable, not for profit organization is to celebrate the settlement of the town of Middletown by those settlers who are listed on the plaque that was installed on the Founders Rock in 1900.

Article III - Membership

Section 1. Membership shall be open to any person who is descended from someone who settled between 1650 and 1700 in the area described as Middletown, Connecticut. Membership classes shall be Charter (CM), Annual (AM), Life (LCM or LM), Honorary (HM), and Associate (ASM). Membership classes other than Honorary and Associate shall include member, member's spouse, and their children under the age of 19 years. Only one vote per membership shall be allowed.

Article IV - Officers

Section 1. The officers of this Society shall be President, Vice President, Secretary, Treasurer, Historian, and Registrar. An officer may hold more than one office.

Article V - Duties of Officers

Section 1. The President shall have general supervision of the affairs of the Society, preside over meetings of the Society, shall represent the Society at public affairs, shall appoint committee members, shall fill vacancies of office, shall sign all membership certificates.

Article VI - Meetings

Section 1. Regular business and social meetings of the Society shall be held every three years in Middletown. A majority of those present can make business decisions, Bylaws changes excluded.

Article VII - Committees

Section 1. Committees will be formed as deemed necessary by the officers of the Society.

Article VIII - Dissolution

Although the period of duration of the Society is perpetual, if for any reason the Society is to be dissolved or otherwise terminated, no part of the property of the Society, or any of the proceeds shall be distributed to or inure to the benefit of any of the Officers or members of the Society. All assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government. They shall be distributed to the Godfrey Library or its successors, if so qualified.

Article IX - Authority

Robert's Rules of Order, Newly Revised shall be the parliamentary authority governing the conduct of the Society, where not otherwise provided for by these Bylaws.

Article X - Tax Exempt Purposes

No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes described in section 501(c)(3). No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the association shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these Bylaws, the association shall not carry on any other activities not permitted to be carried on (a) by a corporation or association exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation or association, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Article XI - Amendments

These Bylaws may be amended by two-thirds of the votes cast by members voting provided that a copy of the proposed amendments has been sent to each of the current members of Society at least 30 days before the vote closes. The vote will be by ballot - paper or electronic.

As amended and approved, effective November 1, 2004; and amended in December 2009, June 2013, June 2021, and December 2021.

Bylaw changes by vote of membership, Dec. 2009

We will update our list of pre-1700 settlers from time to time based on substantiated research. See Article III, Membership Section 3.

Bylaw changes by vote of membership, June 2013

Dues and fees shall be as set by the Officers and are payable annually to be effective from January to the end of the calendar year.  A member who has not paid dues by February 28 of the then current year shall be in arrears and ineligible to vote. (Adopted by vote of the membership June 17, 2013.) See Article III, Section 7.

See the August 25, 2021 recommendation below.

Bylaw changes by vote of membership, June 2021

(Changes required to apply for tax-exempt status) The organization is organized exclusively for charitable, religious, education, and scientific purposes under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. See Article II Section 2d added.)

All assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government. They shall be distributed to the Godfrey Library or its successors, if so qualified. (See Article VIII - Dissolution.)

Article added. See Article X - Tax-Exempt Purposes.

Bylaw changes by vote of membership, December 2021

Note: Because of the extensive changes proposed at this time, they are summarized here, some with explanation. Refer to the actual Bylaw for the exact wording.

Article III. Section 5. The board will confer honorary memberships and review them at each triennial meeting.

Article III. Section 7. A simplified dues collection policy was implemented, dropping those delinquent in paying dues each May. All members still on our roles can vote and will receive the Middler.

Article IV. Section 3. The nominating committee will inform members prior to the triennial meeting of the officer candidate slate to the extent it is known. However, additional nominations can be submitted to the president in writing right up to the time of the election.

Article V. Section 3. The president, rather than the secretary, will prepare, sign and mail membership certificates.

Article V. Section 5. “Past applications should be retained. Eventually, the Registrar should deposit them at the Society archives at the Godfrey Library in Middletown, CT.”

Article VI. Section 1. A majority of those present (at the Triennial business meeting) can make business decision, Bylaws changes excluded. This has always been the intend of the founder and our actual practice, although it was not clearly stated.

Article VI. Section 2. Special meetings may be held electronically. A 2/3 ratification is required for any decisions made at this meeting; it may be obtained by email or USPS. Note: In contrast, decisions made at a regularly scheduled triennial meeting require only a majority of those present with no further ratification.

Article VII. There will no longer be a standing liaison committee and chair. The board may form committees as deemed necessary.

Article XI. In votes on Bylaws changes, both electronic and paper ballots will be offered.

SMFSD Policies (i.e. Standing Rules)

Note: The policies shown below have been adopted by the board. They are not part of the Bylaws, but constitute a separate document. They will not be voted on by membership.

Adopted by the board Dec. 8, 2007: Any individual whom the Registrar declares a new member of the organization between June 1 and November 1, and who has paid one year's annual dues, will be considered paid up through Oct. 31 of the following year. The membership date is the date the Registrar notifies the other officers of the individual's acceptance - typically, the date an email is sent to that effect. This dues policy will accompany any copy of the Bylaws distributed in the future. The Secretary will keep a log of board votes taken by email to supplement our minutes.

Adopted by the board Aug. 28, 2009 at the Triennial Meeting: At the discretion of the board, the Editor of the Newsletter (currently The Middler), the Webmaster, and the coordinator of liaisons may be appointed to serve on the board in an advisory position. A past board member who has shown particular value to the Society may be named as a member at large. They will have voting rights. No more than four advisory board members may serve at any one time. The whole board will be called the Administrative board. The Officers of the Society will be called the Executive Board and will have the power to conduct meetings independently as needed to quickly manage affairs as per article VI Section 3.

Adopted by the board Aug. 28, 2009 at the Triennial Meeting: The Treasurer, President, and Vice President will be designated to sign checks. If the treasurer is not available when a check is needed, either of the other two may sign the check. They will be the designated signers on the bank’s records. Only one signature will be required on the check.

Adopted by the board March 30, 2012 by board vote: Dues & fee schedule: Initial one time administration fee - $10.00; annual dues - $20.00; each supplemental ancestor (one time) - $10.00; associate (non-lineage) annual dues - $20.00; lifetime membership - up to age 50 - $300.00, age 50-70 - $200.00, over age 70 - $100.00. For each initial administration fee paid and for each supplemental ancestor fee paid, a certificate will be issued to the applicant.

Adopted by the board April 6, 2012 by board vote: Children under age 19 living in the same household with a paid up-to-date member are considered members also and need not pay annual dues. (Bylaws Article III Membership, Section 1.) If the family wishes to have a membership certificate made for a minor, they may pay a one-time administration fee of $10.00 to receive it. Minors under 19 are eligible to be junior members even if one of their parents is not a member. For junior membership to be granted and a certificate issued, descent from an original settler of Middletown must be proven. A one-time administration fee of $10.00 and the payment of annual dues of $10.00 will be required.

Adopted by the board August 21, 2021: Dues Collection Policy. Members who have not paid their annual dues by January 1 are considered delinquent in paying for the new year. They will receive one reminder email and one postal mail notice specifying that they will lose their membership May 1 unless their dues have been received by the Treasurer. To reinstate their membership, a past member will be required to pay dues for all missed years. The drop date of May 1 will mean those dropped will not receive the spring Middler. Between January 1 and May 1, those still on our rolls but delinquent in paying dues will be entitled to all member privileges including the right to vote on any issue put to the membership.