PURSUANT to the Articles of Association and Notice thereon, a meeting of the signers1 of the Articles was held in the office of G. Arthur Hilton, Esq., at No. 50 State Street, Boston, on Tuesday, 27 December, 1892, at quarter-past two o’clock in the afternoon, for the purpose expressed in the notice.

    Of the Signers the following named were present: —

    • Benjamin Apthorp Gould.
    • John Chester Inches.
    • Andrew McFarland Davis.
    • Gustavus Arthur Hilton.
    • William Watson.
    • Charles Sedgwick Rackemann.
    • Henry Herbert Edes.
    • Henry Winchester Cunningham.

    Dr. Gould was called to the chair.

    Mr. Henry Winchester Cunningham was chosen Temporary Clerk.

    The following Code of By-Laws was adopted by a unanimous vote: —


    the corporate seal.

    Art. 1. — The Corporate Seal shall be: On an Escutcheon the arms of the Colony of the Massachusetts Bay impaling the Colony of Plymouth; above the dexter 1630 and the sinister 1620; surrounded by a circle bearing, The Massachusetts Society,2 1692, 1892.

    Art. 2. — The Recording Secretary shall have the custody of the Seal.


    members and dues.

    Art. 1. — The number of Resident Members of the Society never shall exceed One Hundred. They shall be elected from among the citizens of Massachusetts, and shall cease to be members whenever they cease to be residents thereof. The number of Honorary Members never shall exceed Twenty. They shall be elected from among non-residents of Massachusetts, and shall cease to be members if at any time they become both citizens and permanent residents thereof. But no person shall be eligible to membership who cannot prove, by documentary evidence satisfactory to the Council, his lineal descent from an ancestor who was a resident of the Colonies of Plymouth or the Massachusetts Bay.

    Resident Members only shall be eligible to office or be entitled to vote or to take part in the business of the Society.

    Art. 2. — A book shall be kept by the Recording Secretary, in which any member may enter the name of any person whom he may regard as suitable to be nominated as a Resident or Honorary Member, — it being understood that each member is bound in honor not to make known abroad the name of any person proposed or nominated. But no nomination shall be made except by a report of the Council at a Stated Meeting of the Society. After the limit of the Resident Membership shall have been reached, no nomination shall be acted upon at the same meeting to which it is reported, nor shall more than one candidate for Honorary Membership be reported at any one meeting.

    Art. 3. — Proposals of candidates and nominations shall be accompanied by a brief statement of the place of residence and qualifications of the person proposed or nominated.

    Art. 4. — All members shall be elected by ballot at a Stated Meeting, the affirmative votes of three-fourths of all the members present being requisite to an election.

    Art. 5. — Each Resident Member shall pay Ten Dollars at the time of his admission, and Ten Dollars each Twenty-first of November afterward, into the treasury for the general purposes of the Society; but any member shall be exempted from the annual payment if, at any time after his admission, he shall pay into the treasury One Hundred Dollars in addition to his previous payments; and all commutations shall be and remain permanently funded, the interest only to be used for current expenses.

    Art. 6. — If any person elected a Resident Member shall neglect, for one month after being notified of his election, to accept his membership in writing and to pay his admission fee, his election shall be void; and if any Resident Member shall neglect to pay his Annual Assessment for six months after it shall have become due, and his attention shall have been called to this article of the By-Laws, he shall cease to be a member; but it shall be competent for the Council to suspend the provisions of this Article for a reasonable time.

    Art. 7. — Diplomas signed by the President and countersigned by the two Secretaries shall be issued to all the members.

    Art. 8. — Any member may be expelled for cause, at any Stated Meeting of the Society, upon the unanimous recommendation of the members of the Council present at any meeting thereof.


    meetings, quorum, and amendments.

    Art. 1. — There shall be Stated Meetings of the Society on the Twenty-first day of November, and on the third Wednesdays of December, January, February, March, and April, at such time and place as the Council shall appoint; provided, however, that the Council shall have authority to postpone any, except the November, Stated Meeting, or to dispense with it altogether whenever, for any cause, they may deem it desirable or expedient. Special Meetings shall be called by either of the Secretaries at the request of the President; or, in case of his death, absence, or inability, of one of the Vice-Presidents, or of the Council.

    The Stated Meeting in November shall be the Annual Meeting of the Corporation.

    Art. 2. — Upon the request of the presiding officer, any motion or resolution, offered at any meeting, shall be submitted in writing.

    Art. 3. — Five members shall constitute a quorum for all purposes except for amendment of the By-Laws, which shall be made only on recommendation of the Council at a Stated Meeting (in the notification of which mention has been made of a purpose to amend the By-Laws) at which not less than Ten members are present, by an affirmative vote of three fourths of all the members present at the meeting.



    Art. 1. — The officers of the Society shall be a President, who shall be Chairman of the Council; two Vice-Presidents; a Recording Secretary, who shall be Secretary of the Council; a Corresponding Secretary; a Treasurer; and a Registrar,— all of whom shall be chosen by ballot at the Annual Meeting, and shall hold their respective offices for one year, or until others are duly chosen and installed. At the first meeting three members shall be elected, who, with the officers previously named, shall constitute the Council of the Society. One of the said three members shall be elected to serve for the first year, one for two years, and one for three years; and thereafter one member shall be elected annually for the term of three years.

    Each member of the Council shall have a vote.

    Art. 2. — Elections to fill vacancies which may occur in the Council shall be for the unexpired term or terms; and such vacancies may be filled by it at its discretion.

    Art. 3. — At the Stated Meeting in April, a Nominating Committee, consisting of three persons, shall be appointed by the presiding officer, and shall report to the Annual Meeting a list of members for the places to be filled.

    Art. 4. — No officer of the Society shall receive any pecuniary compensation for his services.


    the president.

    Art. 1. — The President shall be the chief executive officer of the Society; and, with the advice of the Council, shall superintend and conduct its prudential affairs.

    Art. 2. — The President, and in his absence one of the Vice-Presidents, shall preside in all meetings of the Society. In the absence of all of these officers, a President pro tempore shall be chosen.

    Art. 3. — Unless otherwise ordered, all committees shall be appointed by the presiding officer.


    the recording secretary.

    Art. 1. — The Recording Secretary, or in case of his death, absence, or inability, the Corresponding Secretary, shall warn all meetings of the Society and of the Council, in such manner as the Council shall direct.

    Art. 2. — In the absence of the President and of the Vice-Presidents, he shall, if present, call the meeting to order, and preside until a President pro tempore is chosen.

    Art. 3. — He shall attend all meetings of the Society and of the Council, and shall keep an exact record of the same, with the names of the members present, — entering in full all accepted reports of committees unless otherwise specially directed, or unless the same are to be included in the printed Proceedings.

    Art. 4. — He shall enter the names of all members systematically in books kept for the purpose.

    Art. 5. — All books and papers in his official custody shall be the property of the Society.


    the corresponding secretary.

    Art. 1. — The Corresponding Secretary shall inform all persons of their election as members; send to each a copy of the By-Laws, calling attention to Articles 5 and 6 of Chapter II.; and on their acceptance issue the proper diploma.

    Art. 2. — He shall conduct the correspondence of the Society not otherwise provided for, and keep all original letters received and copies of all letters sent in regular files, which shall be the property of the Society.

    Art. 3. — At every Stated Meeting he shall read such official communications as he may have received since the last Stated Meeting.


    the treasurer.

    Art. 1. — The Treasurer shall collect all moneys due to the Society, and shall keep, in books belonging to it, regular and faithful accounts of all the moneys and funds of the Society that may come into his hands, and of all receipts and expenditures connected with the same, which accounts shall be open always to the inspection of the Council; and at the Annual Meeting he shall make a written or printed report of all his doings for the year preceding, of the amount and condition of all the property of the Society intrusted to him, and the character of the investments.

    Art. 2. — He shall invest and manage the funds of the Society with the consent and approval of the Council.

    Art. 3. — He shall pay no moneys except on draft of the Council, or of its duly authorized committee.

    Art. 4. — He shall give bonds to the satisfaction of the Council for the faithful performance of the duties of his office.


    appropriations, and treasurer’s accounts.

    Art. 1. — No person or committee shall incur any debt or liability in the name of the Society, unless in accordance with a previous vote and appropriation therefor by the Society or the Council.

    Art. 2. — At the Stated Meeting in April, an Auditing Committee, consisting of not less than two persons not members of the Council, shall be appointed by the presiding officer to examine the accounts of the Treasurer for the year preceding, and at the Annual Meeting to report thereon, and on the state of any property of the Society in his hands.


    the registrar.

    The Registrar shall have the custody of all documents filed by candidates in proof of their claims to eligibility to membership, and shall report to the Council upon the sufficiency of such claims.


    the council.

    Art. 1. — The Council shall determine its own quorum; establish rules and regulations for the transaction of its business, for the government of the Society, and for the admission of members; arrange for securing historical and other appropriate papers and communications; authorize all expenditures of money, drawing upon the Treasurer, from time to time, for such sums as may be required; provide all engraved or printed blanks and books of record; and see that the By-Laws are complied with.

    Art. 2. — It shall appoint all necessary agents and subordinates (who shall hold their respective positions during the pleasure of the Council), prescribe their duties, and fix their compensation.

    Art. 3. — It may appoint, for terms not exceeding one year, and prescribe the functions of, such committees of its number, or of the members of the Society, as it may deem expedient, to facilitate the administration of the Society’s affairs.

    Art. 4. — It shall report, at its discretion, nominations for Resident and Honorary Members, and act upon all resignations and forfeitures of membership.

    Art. 5. — After the death of a Resident Member it shall report, through the President, to the next Stated Meeting of the Society, a nomination of a member to prepare a Memoir of the deceased.

    Art. 6. — It shall report at every meeting of the Society such business as it may deem advisable to present. At the Annual Meeting it shall make an Annual Report which shall include a detailed statement of the doings of the Society during the preceding year.

    The following Officers were unanimously elected by ballot: —


    • benjamin apthorp gould.


    • john lowell.
    • leverett saltonstall.

    recording secretary.

    • henry winchester cunningham.

    corresponding secretary.

    • andrew mcfarland davis.


    • henry herbert edes.


    • henry ernest woods.


    For the First Year

    John Chester Inches.

    For Two Years

    James Bradley Thayer.

    For Three Years

    Daniel Denison Slade.

    The Certificate of Organization required by law was executed on the Twenty-seventh day of December, 1892; and on the same day it was filed in the office of the Honorable the Commissioner of Corporations. The Certificate having been duly approved by the Commissioner, and by him filed in the office of the Honorable the Secretary of the Commonwealth, the Charter passed the Seals on the Twenty-ninth of December, and was immediately transmitted to the Corporation.

    The following is the text of the Charter: —


    No. 5230.

    Commonwealth of Massachusetts.

    Be it known, That whereas Benjamin Apthorp Gould, John Lowell, Leverett Saltonstall, William Endicott, Jr., Henry Herbert Edes, John Chester Inches, Daniel Denison Slade, James Bradley Thayer, Andrew McFarland Davis, William Watson, Henry Winchester Cunningham, Gustavus Arthur Hilton, Henry Ernest Woods, and Charles Sedgwick Rackemann have associated themselves with the intention of forming a Corporation under the name of The Massachusetts Society, for the purpose of collecting and preserving mementoes of our Colonial Ancestors; propagating knowledge of their lives and deeds by the publication of ancient documents and records; cultivating an interest in the history of our Country, and more especially of the Colonies of Plymouth and The Massachusetts Bay; encouraging individual research into the part taken by our forefathers in the building of our Nation; promoting intelligent discussion of events in which the people of our Commonwealth have been concerned, in order that justice may be done to participants, and false claims silenced; and inspiring among our members a spirit of fellowship based upon a proper appreciation of our common ancestry, and have complied with the provisions of the Statutes of this Commonwealth in such case made and provided, as appears from the certificate of the President, Treasurer, and Council having the powers of Directors of said Corporation, duly approved by the Commissioner of Corporations, and recorded in this office:

    Now, Therefore, I, William M. Olin, Secretary of the Commonwealth of Massachusetts, Do Hereby Certify, that said Benjamin Apthorp Gould, John Lowell, Leverett Saltonstall, William Endicott, Jr., Henry Herbert Edes, John Chester Inches, Daniel Denison Slade, James Bradley Thayer, Andrew McFarland Davis, William Watson, Henry Winchester Cunningham, Gustavus Arthur Hilton, Henry Ernest Woods, and Charles Sedgwick Rackemann, their associates and successors, are legally organized and established as and are hereby made an existing Corporation under the name of The Massachusetts Society, with the powers, rights, and privileges, and subject to the limitations, duties, and restrictions, which by law appertain thereto.

    Witness my official signature hereunto subscribed, and the Seal of the Commonwealth of Massachusetts hereunto affixed, this Twenty-ninth day of December, in the year of our Lord One Thousand Eight Hundred and Ninety-Two.

    WM. M. OLIN,

    Secretary of the Commonwealth.