By Laws

By Laws of the Society of the Cincinnati in the State of New Hampshire

ADOPTED JULY 4, 1906 AMENDED TO SEPTEMBER 23, 2001 AMENDED TO SEPTEMBER 14, 2019 ARTICLE I OFFICERS SECTION 1. The officers of this Society shall be a President, a Vice-President, a Secretary, an Assistant Secretary, a Treasurer, and an Assistant Treasurer, all of whom shall be elected by ballot at the Annual General Meeting in each year and shall hold office for one year or until their successors are elected and qualify. SECTION 2. Upon death, resignation, or permanent inability of any of the above named officers to perform adequately the duties of office, the proper assistant officer shall succeed forthwith to the vacant office, assume its title and perform its duties during its expired term or until a successor to said office shall be duly elected and qualified at an appropriate meeting of the Society. SECTION 3. However, in case the President and Vice-President both have died, resigned, or are otherwise permanently unable to serve as above set forth, the Secretary, or in his default the Treasurer, Assistant Secretary, or Assistant Treasurer (in the order named) shall act as President pro-tem, in addition to his other duties. Whereupon, it shall be his immediate duty to call a Special Appointive Meeting of the Standing Committee to fill all vacant offices as hereinafter provided. SECTION 4. All permanent vacancies in all elective offices and trusteeships of the Society may be filled by the Standing Committee by majority vote of those members present and voting at a Special Appointive Meeting called for that purpose. At least seven days’ notice of time, place and purpose of said Appointive Meeting shall be given by the Secretary or officer acting in his stead by postal mail or email to every member of said Standing Committee at his last recorded postal or email address. Each officer or trustee so appointed shall thereupon assume the title and duties of his office for its unexpired term or until a successor to said office shall be duly elected and qualified at a meeting of the Society. The President shall serve not more than five successive terms. After an interval of one year he is eligible for reelection. SECTION 5. In case any officer is temporarily absent or otherwise unable to perform adequately the duties of his office, the proper assistant officer shall perform the duties of said office, as an acting officer until his superior is able once more to resume his duties. If, at any time, it shall appear that the said temporary disability has become permanent in the opinion of the Standing Committee according to the provisions of Article 3, Section 6, the said assistant officer shall succeed to the office so vacated according to the provisions of this Article I. In the event that an assistant officer is not available, or in any and all cases not specifically provided for by these By-Laws, the Standing Committee by a majority vote of those present and voting at any regular or special meeting may appoint an acting officer to fill any existing vacancy for a period not to exceed the unexpired term of said office or until a permanent officer shall have been elected or appointed as herein provided, or until the proper assistant officer becomes available and advises one or more of the other officers in writing of his willingness and ability to assume the duties of the superior office at issue. No special previous notice shall be required for Standing Committee Meetings at which acting officers are appointed. SECTION 6. Every duly elected officer or appointed acting officer shall be a member of the Executive Committee. ARTICLE II ANNUAL AND SPECIAL MEETINGS SECTION 1. The Annual General Meeting of the Society shall be held on such day as may be designated by the Standing Committee. At least thirty days’ notice of time, place and designated day of each Annual General Meeting of the Society shall be given by the Secretary by postal mail or email to every member of the Society at his last recorded postal or email address. Any and all matters of business except the amendment of By-Laws, which is governed by the provisions of Article XVII, may be considered at the Annual General Meeting without specific mention in the notice of said meeting. SECTION 2. Special meetings of the Society may be called by the President, or upon written direction signed or acknowledged (which may be by email) by five (5) members of the Standing Committee, or shall be called by the Secretary upon request in writing of any ten (10) members of the Society, to consider certain, specific matters. SECTION 3. At least seven days’ notice of time, place and purpose of all special meetings of the Society, subject always to provisions of Article XVII, shall be given by the Secretary (or, if necessary, by any other available officer) by mail or email to every member of the Society at his last recorded postal or email address. Each such notice shall specify the business to be considered at such special meeting of the Society and no business not so specified shall be transacted thereat. ARTICLE III STANDING COMMITTEE SECTION 1. The Standing Committee shall consist of the six officers and not less than five nor more than twenty other members of the Society, to be elected at the Annual General Meeting, provided that no such member (other than an officer in his capacity as such) shall serve for more than three consecutive three-year terms. Beginning with the 2019 election, 1/3 will be eligible to serve for one year, 1/3 for two years and 1/3 for three years. (The division into these classes will be as close to 1/3 as possible.) SECTION 2. The Standing Committee shall generally superintend the affairs of the Society and have general control of the expenditure of the income of the Society and all those principal assets not expressly under the control of the Trustees of the Permanent Fund, provided always that the consent of the Society as a whole as expressed by the assent of a majority of the members present and voting at any regular meeting of the Society, or at any special meeting called for that purpose according to Article II above, shall be required for the sale or hypothecation of any or all real property of the Society. A vote by telephone or internet or email, or by written proxy in a form deemed valid and appropriate by a majority of Standing Committee members present in person or by telephone, shall have the same effect as if cast in person. 1. It shall hold meetings at such times and places as it may determine, but at least once a year. 2. It shall be authorized to extend relief from the income of the Permanent Fund to members or their families or to descendants of deceased members who may be under the necessity of receiving it, provided that during any one year not more than twenty percent (20%) of the income of the previous fiscal year from such fund shall be so applied. 3. It shall approve and pass on all applications for admission to the Society and recommend the election of such applicants as it deems entitled and worthy. The Standing Committee shall be furnished with copies of any membership applications thirty days in advance of the meeting at which the Standing Committee is to vote on the applications. 4. It shall make a report to the Society at each Annual General Meeting of all applications for membership, for such final action in each case as the Society may determine. 5. It shall keep a record of its proceedings, which shall be open to inspection by any member of the Society. 6. It may appoint additional non-officer members of the Executive Committee, which may exercise, by vote of a majority of its members, all the powers of the Standing Committee during the period between meetings of the Standing Committee. A voice vote by a member of the Executive Committee by telephone or internet or email is the same as in person. 7. It may appoint the members of such other committees as it may deem necessary or appropriate. 8. It shall have power to fill any office, trusteeship or position which shall become vacant by death, resignation or otherwise, such appointments to continue until the office or position is filled by vote of the Society, subject always to the provisions of Article I. 9. The President and the Secretary, in addition to being full members of the Executive Committee, shall be ex-officio members of all other committees, and the Secretary (or his designee) shall be the secretary of such other committees. SECTION 3. Any and all meetings of the Standing Committee may be called at any time by the Chairman, or in his absence by the Secretary of the Society, or shall be called upon the request in writing of three (3) members of the committee, subject to the provisions of Article I, Section 4, which requires at least seven days’ notice of time, place and purpose of all appointive meetings called for the purpose of filling permanent vacancies in offices and trusteeships. SECTION 4. The Standing Committee shall provide for the bonding of the Treasurer, the Assistant Treasurer, and the Trustees of the Permanent Fund and shall fix the amount of each such bond provided always that in its discretion, upon the election, reelection or appointment of any given officer or trustee it may waive the provision that he be bonded for a period not to exceed the duration of the term of the office or trusteeship to which he has just been elected or appointed. SECTION 5. It shall authorize and instruct the Treasurer to sign or endorse in the name of the Society, all deeds, stocks, bonds, notes, or other instruments or papers for the sale or purchase of property or securities belonging to or to be acquired by the Society not expressly under the control of the Trustees of the Permanent Fund, subject to the provisions of these By-Laws, especially those governing the hypothecation and sale of real property. SECTION 6. It shall have the right and authority to consider and interpret any provision of these By-Laws at any regular or special meeting called according to Section 3 of this Article, and a decision of a majority of the members present and voting at any such meeting shall be final. Provided, however, that a group of not less than five (5) members of the Society may demand that said decision be reconsidered and that an amendment to these By-Laws comfortable to their minority views be voted upon by the members of the Society at a special meeting called for that purpose according to the provisions of Article XVII. SECTION 7. A quorum of the Standing Committee shall be a majority of its full membership present (in person, by proxy, via the internet, or by telephone) at a duly noticed meeting thereof. In the absence of a quorum at a duly noticed meeting, the Standing Committee may also make decisions by unanimous vote, where doing so would not expressly contravene a specific voting requirement otherwise provided in these By-Laws. ARTICLE IV NOMINATIONS AND ELECTIONS SECTION 1. At the Annual General Meeting of the Society there shall be nominated from the floor the Officers of the Society, the members of the Standing Committee, the Trustees of the Permanent Fund, five Delegates and five Alternate Delegates to the General Society, a single Member to the Standing Committee of the General Society, and a single Alternate Member to the Standing Committee of the General Society. SECTION 2. The vote on these nominations and also the vote upon the admission of new members (Hereditary, Successor, Life Associate, or Honorary) shall in all cases be by ballot, and a majority of the votes cast shall elect, excepting in the case of new members when two negative votes will reject any application for membership, but nothing herein shall be construed to prohibit the appointment or election of a Nominating Committee or the presentation of nominations from the floor by such a committee. The Nominating Committee shall consist of the three immediate, surviving past presidents who agree to so serve, except that in the absence of three so-qualified past presidents who are able to serve, the Standing Committee may temporarily fill any resulting vacancy consistent with the principles set forth in Article I, Section 5 (relating to the replacement of officers). ARTICLE V PRESIDENT AND VICE-PRESIDENT SECTION 1. The President shall preside at all meetings of the Society and shall serve as Chairman of the Executive Committee and the Standing Committee. SECTION 2. The President shall have the power in cases of necessity to act on behalf of the Standing Committee as provided in Article III, Section 2, paragraph 8, in relation to vacancies between times of meeting of the Standing Committee, subject to ratification by the Standing Committee at its next meeting. SECTION 3. 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-tem. SECTION 4. The President may appoint non-voting members to any committee established by these by-laws, as well as the membership of ad hoc committees, as he deems necessary or appropriate. ARTICLE VI SECRETARY AND ASSISTANT SECRETARY SECTION 1. The Secretary shall keep the records of all meetings of the Society, and shall have the custody of the books, papers and records belonging to his office, which shall be subject to the inspection of any member of the Society on reasonable notice. He shall have the custody of the seal and diplomas 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 give notice of all meetings of the Society to its several members according to the several provisions of these By-Laws. SECTION 3. He shall prepare the minutes of each scheduled meeting of the membership and of the Standing Committee, respectively, and shall deliver a report of the minutes of the last such meeting(s) when so requested at the next membership meeting and/or Standing Committee meeting. SECTION 4. The Assistant Secretary shall assist the Secretary in the performance of the duties of that office, and in the absence or disability of the Secretary he shall act in his stead, in accordance with and subject to the provisions of Article I. ARTICLE VII TREASURER AND ASSISTANT TREASURER SECTION 1. The Treasurer shall receive and receipt for all monies, deeds and other evidences of property belonging to the Society arising from the interest or income of the Society’s funds, or other sources of revenue. He shall deposit all monies so received by him on account of the Society, in the name and to the credit of “The Society of the Cincinnati in the State of New Hampshire” in such depository or depositories as are approved by the Standing Committee. His accounts shall be open to inspection by the Standing Committee at any time on reasonable notice. He shall present a report annually and account for all monies received and paid out by him during the prior fiscal year ending December 31 at the Spring meeting of the Society. He shall also present an updated report concerning the financial condition and accounts of the Society (including monies received and paid out by him to date in the current fiscal year) at the Annual General Meeting thereof, and at such meetings of the Executive Committee or the Standing Committee as may be requested by the Chairman thereof. He shall pay out the monies belonging to the Society on the order of the Standing Committee, and / or the Executive Committee, which shall have the power to authorize the President to give such orders, and / or the Trustees of the Permanent Fund according to the provisions of these By-Laws. He shall take charge of the insignia of the Society and shall issue the same. He shall be authorized to endorse the name of the Society on all deeds, bonds, stocks, and evidences of indebtedness when directed and approved by the Standing Committee or the Trustees of the Permanent Fund affecting property under their respective control, in accordance with and subject to the provisions of these By-Laws, especially those governing the hypothecation or sale of real property. SECTION 2. The Treasurer and the Assistant Treasurer in the discretion of the Standing Committee, subject to the provisions of Article III, Section 4, shall each be under a corporate bond. SECTION 3. The Assistant Treasurer shall assist the Treasurer in the performance of the duties of his office, and in the absence or disability of the Treasurer he shall act in his stead in accordance with and subject to the provisions of Article I. ARTICLE VIII THE PERMANENT FUND AND TRUSTEES OF THE PERMANENT FUND SECTION l. The Permanent Fund shall consist of cash and securities comprising: a) All funds designated as Permanent Fund on July 4, 1927. b) All legacies not otherwise restricted. c) All other funds which shall be voted a part of the Permanent Fund by the Society. SECTION 2. The Permanent Fund shall be considered as an endowment fund and as such shall be held in Trust by the Trustees subject to the following powers and limitations: The Trustees shall at least annually distribute net income from the fund to the Treasurer for the current uses and expenses of the Society. The Trustees may annually pay into a Special Reserve Fund to be held and managed by the Trustees, an amount up to but not exceeding the difference between the net income earned by the fund during the next previous calendar year and five percent (5%) of a figure determined by taking the average year end value of the Permanent Fund for each of the three years immediately preceding the current year. Funds so set aside in the Special Reserve Fund may be expended as determined by the Trustees only for capital improvements and structural repairs required for the campus of the American Independence Center in Exeter, New Hampshire. Principal of the Permanent Fund may not be expended for any other purpose unless approved by 60 percent of the total membership of the Society voting in person or by proxy at a duly constituted meeting, notice of which shall set forth the substance of any such proposed principal expenditure. A vote by telephone or internet or email is the same as in person. The provisions of Article XVII of the Society’s By-Laws “Amendments to By-Laws” to the contrary notwithstanding, this Section 2 of Article VIII may only be amended or rescinded by a vote of 60% of the membership of the Society voting in person or by proxy. A vote by telephone or internet or email is the same as in person. SECTION 3. The Trustees of the Permanent Fund shall consist of six members, each elected for successive three-year terms, no Trustee may serve more than three successive three-year terms. Beginning with the 2019 election, six Trustees shall be elected for staggered one year, two year, and three-year terms respectively. Thereafter, two Trustees shall be elected annually for a three-year term. SECTION 4. In the absence or incapacity of four of the Trustees the Secretary of the Society shall be empowered to act as interim Trustee of the Permanent Fund, subject to the provisions of Article I. SECTION 5. The Trustees shall be charged with the investment of the Permanent Fund. SECTION 6. All funds and securities or other evidences of property shall be in the name of “The Society of the Cincinnati in the State of New Hampshire,” except that the said Trustees in their discretion may employ and deliver funds, securities and other evidences of property to a custodian or safekeeping account in a bank or trust company, and such securities and evidences of property may, if so deposited, be registered in the name of the nominee of such bank or trust company, or unregistered, or in such form as will pass by delivery. The Trustees of the Permanent Fund shall authorize and instruct the Treasurer to sign or endorse in the name of the Society, all deeds, stocks, bonds, notes, or other instruments or papers, for the sale or purchase of property or securities belonging to or to be acquired by the Society expressly under the control of the Trustees of the Permanent Fund, subject to the provisions of these By-Laws, especially those relating to the hypothecation or sale of real property. SECTION 7. The funds and securities of the Permanent Fund, including deposits in Savings Banks or in other banks, stock certificates, bonds, notes and bank books, shall be in the custody of the Trustees of the Permanent Fund, and they shall provide for their safekeeping. SECTION 8. The Trustees, in the discretion of the Standing Committee, subject to the provisions of Article III, Section 4, shall each be under a corporate bond. SECTION 9. The Trustees shall prepare a report annually for the fiscal year ending December 31st, which report shall be presented at the Spring Meeting of the Society and summarized upon request of any member at the Annual General Meeting. SECTION 10. The Trustees of the Permanent Fund shall report to the regular meetings of the Standing Committee.   ARTICLE IX AUDITING OF ACCOUNTS The accounts of the Society shall be audited at least annually by an Audit Committee composed of up to three members of the Society appointed by the Standing Committee at the Annual General Meeting. In addition, the Standing Committee may at any time order an outside audit of the Society’s accounts. ARTICLE X ADMISSION OF MEMBERS The Institution of the Society and the Rules for Admission to Membership of The Society of the Cincinnati in the State of New Hampshire, as approved by the Standing Committee, shall govern the admission of members. ARTICLE XI HONORARY MEMBERS SECTION 1. Honorary members may be admitted to the Society. A candidate shall be generally acknowledged to be pre-eminent – to have achieved a position of national distinction in his chosen profession by the general public, and to have exhibited a degree of public service – to have contributed to the strength and honor of our country. The candidate for this honor should embody the qualities of patriotism and entertain those views which may be directed to the same laudable objects with those of the Cincinnati. SECTION 2. Honorary members may be admitted to the Society for their own lives only, provided always that the number of honorary members of the Society shall not exceed a ratio of one to four of the Hereditary members thereof. SECTION 3. Honorary members shall not vote or hold office or have any interest in the funds or the property of the Society. ARTICLE XII EXPULSION SECTION 1. Should any member of the Society conduct himself in a manner inconsistent with that of a gentleman or man of honor, or in opposition to the interest of the community in general or the Society in particular, that such conduct may render him unworthy to continue as a member, charges in writing shall be preferred against him signed by not less than two members. Any member so charged shall be promptly informed by email and by certified letter of the charges, and shall be advised to respond in writing within 20 days as to (a) whether the member intends to contest them in order to demonstrate his innocence, (b) whether the member otherwise intends to argue that the charges do not warrant expulsion, and (c) whether the member agrees to resign, effectively immediately, from the Society. Failure to respond to such email and certified letter within 30 days of delivery may be deemed grounds for immediate and permanent expulsion by two-thirds vote of the Executive Committee, without any further action or review. Absent an affirmative vote to permanently expel a member pursuant to the immediately preceding sentence, such charges shall at once be referred to the Standing Committee, who shall appoint a committee of three or more members to inquire into the facts, and this committee shall make a full report in writing to the Standing Committee of their findings. Should the report of the committee show the charges substantiated, then the Standing Committee shall set a time and place for a hearing, a notice of which shall be sent to the member impeached and to all members of the Standing Committee, and said member shall have the right to appear in person or by counsel at the hearing, and to submit written material by email for circulation to members of the Standing Committee at least one week in advance of the hearing. Should the charges be sustained by a two-thirds vote of the members of the Standing Committee (including at least two-thirds of the officer members thereof) attending the meeting in person, by telephone, or by proxy, the member shall be provisionally expelled. In addition, prior to or pending completion of the Standing Committee’s review and its vote on impeachment, where the Executive Committee deems that immediate action is necessary or appropriate to protect the honor or other interests of the Society, the Executive Committee, by two-thirds vote, may immediately act to provisionally expel any member who has been criminally charged with a felony or serious misdemeanor offense, or who has otherwise been alleged to have engaged in offensive conduct that is plainly unbecoming a gentleman or man of honor. Any provisional expulsion approved by the Standing Committee shall become final unless affirmatively overturned or modified on a motion duly made and seconded (other than by the provisionally expelled member) by a majority of the Society members present and voting in person at the next Annual General Meeting of the Society. Notice of any provisional expulsion shall be given in the notice of said next Annual General Meeting, and the provisional expelled member shall be allowed to disseminate (through the Secretary) copies of his own written report or statement at least one week in advance of said meeting, either by email or (at his own cost) by postal mail, to the membership, but shall have no right to appear at such meeting except as may be permitted in the sole discretion of a majority of the Officers who attended the hearing. For the avoidance of doubt, the Society’s members, Officers and Committees shall, consistent with this provision and general principles of good faith, have the maximum flexibility and discretion allowable by law to apply such procedures as the Society’s members, officers and Committees (as relevant) may be deemed at the relevant procedural stages junctions by such bodies. Moreover, nothing in this Section shall be deemed to create any substantive or procedural legal rights in any person beyond those that a person would otherwise have under applicable law. SECTION 2. On the expulsion of any member, his name together with his profession or vocation, and place of residence, shall be transmitted to the General Society and to the several State Societies. ARTICLE XIII SEAL The seal of the Society of the Cincinnati in the State of New Hampshire shall be circular, one inch and a half in diameter, bearing the insignia of the Order. Above, thirteen five-pointed stars, beneath, on a ribbon, Esto Perpetua, the whole encircled by a band one-quarter of an inch wide, having the words, Societas Cincinnatorum Neo Hantoniensis lnstituta, A.D. 1783. ARTICLE XIV INSIGNIA The Eagle and Ribbon of the Order are and constitute heirlooms and pass by inheritance and descent to the successor who becomes a member of the Order. In the case of honorary members, the Eagle and Ribbon shall, upon their ceasing to be members, be deemed the property of the Society and shall be delivered to the Treasurer. No person, other than a member, shall be entitled to wear the Eagle or Ribbon of the Order.   ARTICLE XV ORDER OF BUSINESS 1. Roll Call. 2. Prayer by the Chaplain. 3. Reading the Principles of the Institution. 4. Reading the Minutes of previous meetings, also of Standing Committee. 5. Communications. 6. Reports. 1. Officers. 2. Standing Committee. 3. Special Committees. 4. Applications for Membership. 7. Election of Membership. 8. Nominations and election of Officers, Standing Committee, Trustees of the Permanent Fund, Delegates and five Alternate Delegates to the General Society, and Member and Alternate Member to the Standing Committee of the General Society. 9. Stated Business. 10. Unfinished Business. 11. New Business. 12. Adjournment. ARTICLE XVI STATUTORY REQUIREMENTS To the extent the Society is required to be deemed a corporation for tax or similar government regulatory purposes, the following additional sections of the by-laws shall apply: SECTION 1. The Corporation shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by section 4942 of the Internal Revenue Code. SECTION 2. The corporation shall not engage in any act of self-dealing as defined in section 4941 (d) of the Internal Revenue Code. SECTION 3. The corporation shall not retain any excess business holdings as defined in section 4943 (c) of the Internal Revenue Code. SECTION 4. The corporation shall not make any investments in such manner as to subject it to tax under section 4944 of the Internal Revenue Code. SECTION 5. The corporation shall not make any taxable expenditures as defined in section 4945 (d) of the Internal Revenue Code. SECTION 6. No part of the assets or net earnings of the corporation shall inure to benefit of any member, officer or directors of the corporation or any individual; no substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting, to influence legislation except to the extent permitted by Section 501(h) of the Internal Revenue Code; and the corporation shall not participate in, or intervene in, (including the publishing or distributing of statements), any political campaign on behalf of (or in opposition to) any candidate for public office. It is intended that the corporation shall be entitled to exemption from federal income tax under Section 501(c)(3) of the Internal Revenue Code and shall not be a private foundation under Section 509(a) of the Internal Revenue Code. SECTION 7. Upon the liquidation or dissolution of the corporation, after payment of all of the liabilities of the corporation or due provision therefore, all of the assets of the corporation shall be disposed of to one or more organizations exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code. SECTION 8. The corporation shall not discriminate in administering its policies and programs or in the employment of its personnel on the basis of race, color, religion, national or ethnic origin, sex, sexual orientation, handicap or otherwise. SECTION 9. All references herein: (i) to the Internal Revenue Code shall deemed to refer to the Internal Revenue Code of 1986, as now in force or hereafter amended; and (ii) to particular sections of the Internal Revenue Code or said General Laws shall be deemed to refer to similar or successor provisions hereafter adopted. SECTION 10: The respective Officers of the Society shall have the powers to act as the respective Officers of the Corporation.   ARTICLE XVII AMENDMENTS TO BY-LAWS These By-Laws may be altered or amended, or a new By-Law may be made on the recommendation of the Standing Committee or on the request in writing of at least five (5) members of the Society, at the Annual General Meeting of the Society or at a Special Meeting of the Society expressly called for that purpose according to the provisions of Article II, Section 2, the call for which shall state the substance of the alterations, amendments, or new Laws proposed, and notice of which shall be mailed by the Secretary to each member of the Society at his last recorded address, not later than thirty days before the meeting. The assent of a majority of the members present and voting at such meeting shall be requisite for the adopting of such changes, amendments, or new By-Laws. ARTICLE XVIII INDEMNIFICATION OF OFFICERS AND OF THE STANDING COMMITTEE Each officer of and member of the Standing Committee of the Society (and their respective heirs, executors and administrators) shall be indemnified by the Society against any cost, expense (including attorney’s fees), judgment and liability reasonably incurred by or imposed upon him in connection with any action, suit or proceeding to which he may be made a part of with which he shall be threatened, by reason of his being or having been an officer or member of the Standing Committee except with respect to matters as to which he shall be finally adjudged in such action, suit or proceeding to be liable of willful misconduct as such officer or Standing Committee member. In the event of settlement of any such action, suit or proceeding brought or threatened, such indemnification shall be limited to matters covered by the settlement as to which the Society is advised by counsel that such officer or Standing Committee member is not liable for willful misconduct as such. The foregoing right of indemnification shall be in addition to any rights to which any officers or members of the Standing Committee may otherwise be entitled.