BY-LAWS OF THE SOCIETY OF THE CINCINNATI IN THE STATE OF VIRGINIA. ADOPTED AT A SPECIAL MEETING OF THE SOCIETY HELD IS RICHMOND, VIRGINIA, December 15, 1905. h'oTK.— At uie above meeting there were present twenty-five members in person and by proxy, which is the largest meeting held by the Virginia Cincinnati Society for a period of more than one hundred years. BY-LAWS OF THE Society of the Cincinnati in the State of Virginia. ADOPTED AT RICHMOND, VA., December 15, 1905. ARTICLE I. OFFICERS. Section i. The ofiBcers of this Society shall be a President, a Vice- President, a Secretar5', a Treasurer, and an Assistant Treasurer, all of whom shall be elected by ballot at the annual meeting on the 4th of July in each year and shall hold office for one year or until their successors are elected and qualify. Each oflBce shall be held by a separate member of the Society and no two of the above offices shall ever be held by one member. Section 2. The Society may elect a Chaplain from among its members at each annual meeting on July 4th. It may also at such times elect an assistant to the Secretary. f ARTICLE II. ANNUAL STATED AND SPECIAL MEETINGS. Section i. The annual meeting of the Society shall be held on the 4th day of July, and a stated meeting on the loth of May (the anniversary of the Society and to be termed " Cincinnati Day ") in each year. Should either of these days fall on a Sunday, the meeting shall be held on the following day. Section 2. Special meetings shall be called by the President or by direction of the Standing Committee or upon the request in writing of five (5) members of the Society. At such special meetings no business shall be transacted except such as shall be specified in the notice therefor. Section 3. At least fifteen (15) days' notice of time and place of all meetings of the Society shall be given by the Secretary by mail to every member of the Society at his last recorded address. Section 4. The place of meetiugs of the Society shall be determined by a majority vote of members present and voting at the annual or stated meeting and in case such determination shall not be made, the Standing Committee shall designate the place. ARTICLE III. QUORUM. Five (5) members shall constitute a quorum of the Society ; but a smaller number present at any annual meeting, stated meeting, or special meeting shall have power to meet for the purpose of having the proceedings and reports read, accepting the same for future action, and formally adjourning. ARTICLE IV. STANDING COMMITTEE. Section i. The Standing Committee .shall consist of the five officers and four members of the Society, to be elected annually on July 4, and hold office until their successors are duly elected and qualify. Section 2. The Standing Committee shall have charge of the welfare and general concerns of the Society as well as all other matters committed to it. It shall hold meetings at such times and places as it may determine, but at least once a year. It shall, from the income of the Permanent Fund of the Society, aflord relief to members or their families or descendants of deceased members whom it may deem worthy, subject in this respect to such limitations or directions as the Society at any meeting may from time to time resolve. It shall consider all applications for admission to the Society and recommend the election of such applicant as it deems entitled and worthy. It shall make a written report to the Society at each annual meet- ing on July 4th of all applications for membership, whether approved or disapproved, for such final action in each case as the Society may determine. It shall appoint annually a sub-committee of three of its members to examine the Treasurer's accounts and make report thereon to the Society at its annual meeting on July 4th. It shall keep a record of its proceedings, which shall be open to inspection by any member of the Society, and shall be read, if desired, to the Society at its annual meeting on July 4th, or its stated meeting on May loth, and be subject to such action as the Society may decide. It shall see that the Treasurer's bond is sufficient, and direct him in the exchange, sale or purchase of stocks, bonds or other securities of the Society. Grant orders on the Treasurer for the payment of such expenses and accounts as are not otherwise authorized by the Society. Appoint proper persons from among the members to fill any offices or places which shall become vacant by death, resignation or otherwise, such appoint- ments to continue until the office or place be filled by the Society at an annual meeting on July 4th. But should the delegate who has been desig- nated a member of the General Society Committee on Nominations of Gen- eral Officers, fail to attend the meeting of the General Society, the remain- ing delegates shall select one of their number to serve on that Committee. Three (3) members of the Standing Committee shall constitute a quorum at any meeting of the Committee for the transaction of ordinary business, but no appropriation of money shall be made unless five (5) members be present. Section 3. Special meetings of the Standing Committee may be called at any time by direction of the President, or shall be called upon the request in writing of three (3) members thereof, of which at least ten (10) days' notice shall be given by the Secretary. ARTICLE V. NOMINATING COMMITTEE. Section i. A committee of three (3) members shall be balloted for and elected at the Annual Stated Meeting on May loth, to serve for the ensuing year, whose duty it shall be, upon the call of its Chairman, to con- vene and nominate a ticket for the respective offices of the Society, including the Officers, Chaplain, Assistant to the Secretary, Standing Committee, Delegates and Alternates to the General Society, member of the Standing Executive Committee of the General Society, member of General Society Committee on Nominations of General Officers, and Trustees, to be balloted for at the next annual meeting of the Society on Juh' 4th. Section 2. The Nomijiating Committee elected at the Special Meeting of the Society on December 15, 1905, are to make nominations to be voted on at the Annual Meeting on July 4, 1906. Section 3. The report of the ticket nominated must be made to the Secretary of the Society not later than six (6) weeks before the Annual Meeting and shall be taken as the report of the Nominating Committee which shall thereupon be considered discharged. Section 4. Such nominations by the Committee' shall not preclude any member or members of the Society from proposing and offering any ticket they, or any of them, may desire. The nominations may be made at the Annual Meeting or to the Secretary not later than six (6) weeks in advance of the Annual Meeting. Section 5. Upon receipt of all nominations six (6) weeks in advance of the Annual Meeting the Secretary of the Society shall print and mail the same to each member of the Society at least one month before every Annual Meeting, making a separate list of each ticket nominated and stating names of Committee or individuals making each nomination.^ ^Section 6. The offices of President, Vice-President, Secretary, Treasurer and Assistant Treasurer, and the places of Assistant to the Secre- tary, Delegates and Alternates to the General Society, and member of General Society Committee on nominations of General Officers, shall not be filled by members of this Society who may at the time be General Officers of the General Society of the Cincinnati, but General Officers may, however, when duly elected, hold the positions or places in this Society of Chaplain, member of Standing Committee, member of Standing Executive Committee of General Society and Trustee. ARTICLE VI. SPECIAL COMMITTEES. Section i. All .special Committees shall be appointed by the Presi- dent, and in his absence by the Vice-President or the Chairman /;•(? /««, except where a motion is made at a meeting of the Society in which the members of the Committee are named. Section 2. In all cases, however, the member of the Society who makes a motion calling for the appointment of a special Committee, shall be made a member of such Committee and shall be its Chairman. ARTICLE VII. method of election. Section i. The election of officers of this Society, of the Chaplain, of the Assistant to the Secretary, the members of the Standing Committee, the Delegates and Alternates to the General Society, the member of the Stand- ing Executive Committee of the General Society, the member of the General Society Committee on Nominations of General Officers, the Trustees and the Nominating Committee, shall be by ballot, and the persons having the largest number of votes cast for the respective offices and places shall be elected. Section 2. No member shall be eligible as an officer, or as Chaplain, or as Assistant to the Secretary, or as a member of the Standing Committee, or as a Delegate or Alternate to the General Society, or as a member of the Standing Executive Committee of the General Society, or as a member of the General Society Committee on Nominations of General Officers, or as a Trustee or as a member of the Nominating Committee, unless he shall have been a member of this Society at least three (3) years. * NOTK.— This By-Law is made with the view of stimulating aud promoting the interest of the members of the Virginia Cincinnati in the Cincinnati Society generally, and to obviate the necessity and practice of one member of the Society holding several important offices therein at any one time and to encourage and facilitate the distribution of offices among the Virginia members of the Cincinnati Society. Section 3. The vote upon the admission of new members (hereditary and honorary) shall also in all cases be by ballot. Two (2) negative votes will reject any applicant for membership. ARTICLE VIII. PRESIDENT AND VICE-PRESIDENT. Section i. The President shall preside at all meetings of the Society and of the Standing Committee, and shall preserve order in the course of the proceedings, in accordance with Parliamentary Law. Section 2. In the absence of the President the Vice-President shall preside ; if both the President and the Vice-President be absent, the meeting shall elect a Chairman pro tempore. ARTICLE IX. SECRETARY. Section i. The Secretary shall keep the minutes of all meetings of the Society and of the Standing Committee, and shall have the cu.stody of the books, papers and records belonging to the Society, which shall be subject to the inspection of any member of the Society at reasonable times. He shall have the custody of the seal, diplomas, diploma plate, dies, badges and ribbon of the Society. He shall keep a full and complete roll of members, showing date elected, full name and address, date notified of election, and full name, rank and services of each propositus. Section 2. He shall within sixty (60) days after each annual meet- ing on July 4th print and mail to each member of the Society to his recorded direction a copy of the Treasurer's Annual Report as presented to such Annual Meeting. Section 3. _ He shall give at least fifteen (15) days' notice of time and place of all meetings of the Society. Section 4. He shall promptly notify all qualified and accepted candi- dates of their election to membership. , ARTICLE X. assistant to the secretary. Section l. He shall assist the Secretary in the performance of such duties of that office as the Secretary may from time to time devolve upon him. Section 2. He .shall within sixty days following every annual meet- ing on July 4th print and mail to each member of the Society, a list of deceased members and of those who for any reason have ceased to be mem- bers of this Society, anil a list of ttiose wlio are members of the Society, with full name and rank of propositus iti each case, including those elected at the last preceding annual meeting, with their respective directions, and a list of all those who have been elected members and who have not qualified, with their respective directions and dates of election. Section 3. He shall keep a book in which shall be recorded the date and place of birth of every member and such other facts concerning his family, civil and military history as may enable a proper biographical sketch to be prepared. He shall also keep a carefully prepared necrological list. Section 4. In case of the absence of the Secretary, or his inability for any cause to act in that capacity, the duties of the office .shall devolve upon the Assistant to the Secretary, under the direction of the Standing Committee, until the Secretary shall return or the inability cease. ARTICLE XI. TREASURER AND ASSISTANT TREASURER. Section i . The Treasurer shall receive all moneys belonging to the Society arising from the interest or income of the Society's funds, or other sources of revenue. He shall keep an account with some Bank or Trust Company, or both, in the City of Richmond, Va., in which he shall deposit all moneys so received by him on account of the Societ}', in the name and to the credit of "The Society of the Cincinnati in the State of Virginia," subject to draft bj- check signed by the Treasurer of the Society. He shall keep regular accounts, and submit them to the inspection of the Standing Committee whenever asked by it, or any member thereof, to do so. He shall present an annual report and account of all moneys received and paid out by him during the year, and shall submit the same, together with the vouchers for his payments, to the Auditing Committee, to be appointed by the Standing Committee, in time for the same to be examined by them, and to be presented to the Society, at the annual meeting on July 4th. He shall not pay out any money belonging to the Society, unless upon the warrant or order of the Standing Committee or upon the order of the Society at an annual, stated or special meeting. Section 2. He shall so far as possible separate and preser\^e distinct so much of the funds of the Society as represent the amount assessed against each member, representing the one month's pay delivered to the Treasurer of the State Society bj' the original members, together with all donations made to this fund " for the express purpose of forming permanent funds for the use of the State Society," from that portion received from other sources. These funds shall remain inviolate forever, "the interest only of which, if necessary, to be appropriated to the relief of the unfortunate" members of the Society and their surviving families, by direction of the Society or the Standing Committee. If appropriations for relief do not demand the full amount of the annual interest, so much of the remainder as is needed may be used for the general expenses of the Society, after which any balance still remaining shall be disposed of as the Society or the Standing Committee may deem proper. Section 3. The Treasurer shall give such security for the faithful performance of his duty as the Society may require, and in the absence of its action in the premises, the Standing Committee may fix the amount of security to be given. Section 4. The Assistant Treasurer may perform such of the above duties as the Treasurer may devolve upon him, but not to take charge of the deposits or investments — collection or receipt of money and securities without first giving security in the same manner as the Treasurer. Section 5. In case of the absence of the Treasurer or his inability from any cause to act in that capacity, the duties of the ofiBce shall devolve upon the Assistant Treasurer under the direction of the Standing Committee, after he has given securitj' in the same manner as the Treasurer, until the Treasurer shall return or the inability cea.se. ARTICIvE XII. delegates and alternates. Section i. At each annual meeting, on July 4th, there shall be elected five (5) Delegates and five (5) Alternates to represent the Society at any meeting of the General Society which may be held during the ensuing year. Section 2. The expenses of Delegates to the General Society, and of Alternates, when serving as Delegates, shall be borne by the Society. Section 3. In case of the death, resignation, or inability to serve of any Delegate or Alternate to the General Society between the annual meet- ings of the Society, the Standing Committee shall fill such vacancy or vacancies when necessary to complete the representation of the Society for any meeting of the General Society. m ARTICLE XIII. ADMISSION OF MEMBERS. Section i. All applications for admission shall be in writing in the form and manner prescribed by the Society, addressed to the Standing Com- mittee which may require any proof which it may deem proper in support of such application or any testimonial with respect to the character and stand- ing of the applicant. The Standing Committee shall consider and report in writing upon each application to the Society at its annual meeting, with all 8 facts ill each case. No application after adverse decision by the Standing Committee, shall be allowed to be withdrawn. No person .shall be admitted as a member unless he shall be twent)'-one j'ears of age, nor unless his claim and application for admission shall have been before the vStanding Committee at least two mouths prior to the annual meeting, at which he may be voted for as a member. Section 2. No person shall be admitted a member of the Society (whatever may be his relation to an original or other member of the Society), unless he be of good moral character and reputation and be (as required by the Institution) "judged worthy of becoming its supporter and member." Section 3. This Society will "judge of the qualifications of the mem- bers who may be proposed" according to the qualifications prescribed by the Institutiou, as follows, under the English law of primogeniture. (a) The eldest male lineal descendant of "all officers of the American Army, as well as tho.se .who have resigned with honor after three years' service in the capacity of officers, or who have been deranged by resolution of Congress upon the several reforms of the Army, as those who shall have continued to the end of the War" who "subscribed one month's pay and signed their names to the general rules," "those who are present with the Army immediately, and others within six months after the Army shall be disbanded, extraordinary cases excepted," and "such officers as have died iu the service." (6) With respect to "officers who resigned with honor after three years' service in the capacity of officers," when all or a portion of such service was performed as a Commissioned Officer in any of the Virginia troops specially raised for considerable periods of .service, and takeu on the Continental Establishment, such portion of service is construed as intended to be embraced in the designated period. (See opinion of General vSociety, 13th May, 1784.) (c) With respect to the dates referred to in " Sec. 3," paragraph "a," the following are accepted by this Society as the official dates for the purposes of these By-Laws : "American War of Independence " ran from April 19, 1775, to Decem- ber 3, 1783, which latter date was final evacuation of Atlantic ports, when Governor's Lsland, New York Harbor, was formally relinquished. " End of War" officially declared to be on April 19, 1783, per General orders dated Army Headquarters, Newburgh, April 18, 1783. Institutiou of the Society of the Cincinnati, adopted May 10 and 13 and June 19, 1783. American Army finally disbanded June 20, 1784. (d) With respect to the words " extraordinary cases excepted," em- bodied in the Original Institution in connection with the rules for admission of members, the same are hereby accepted by this Society to apply only (in the true meaning and intent of the Founders of the Order) to certain isolated and special cases that may come up from time to time, and which are to be judged separately in each case on their particular merits alone ; and the words "extraordinary cases excepted " are in no sense to be construed, under the Original Institution, as applying, or as intended to apply, to all the officers of the entire Revolutionary Army regardless of the fact whether or not those officers became members of the Cincinnati Society. (