PENNSYLVANIA SOCIETY OF SONS OF THE REVOLUTION

Minutes of the Board of Managers Meeting

11 March 1999

President Lloyd called the meeting to order promptly at 4:00 p.m. in the Grant Room of the Union League of Philadelphia.

PRESENT: Messrs. Byrne, Cheyney, Clattenburg, Di Stefano, Ermine, Frick, Hoyt, Johnson, Lewis, Lloyd, Marvin, Morgan, Shirk, Van Gulick, Walkup, H. Wood and G. Wood.

READING OF THE MINUTES: President Lloyd stated the minutes of the Board meetings held in November and December are now available on the Sons’ web site. He stated further that he had not yet completed his editing of the minutes of the January and February meetings, but expects to do so soon. Minutes of the January, February and March meetings will be posted to the web site and paper copies distributed at the May meeting of the Board. At the web site -- www.amrev.org -- one may access the Minutes by clicking first on "Society Information," then on "Officers, Board of Managers, and Committees of the Board." Scroll down to the title and name of the Secretary. Please note that the name is a hot link. Click to advance to the password-protected page. At the "Name" field enter "Board" (capital "B" only) and tab to the "Password" field. Enter "Wolcott" (capital "W" only) and you will pass through to a page with the dates of Board meetings highlighted as hot links. Click on the meeting and you will pass through to the Minutes.

SECRETARY’S REPORT: Secretary Clattenburg reported that regrets had been received from Messrs. Burke, Byrne, FitzGerald, Graham, Groff, Loughran, Morgan, Salisbury and Ward.

The current membership of the Society as of 1 February 1999 stands at 1,055 active members. There are still an additional twelve Life Members and one regular annual member for whom the Society has no current address and 23 Junior Life members, for a total of 1,091.

In the period since the February meeting of the Board of Managers, the Secretary has received one request for reinstatement. Henry H. Wilton (PA Soc. #4121), residing in Wrightsville, Pennsylvania, was elected in 1953 and was dropped in 1998. He has paid the arrearage in his dues for the years 1997 and 1998, as well as his current dues for 1999. Mr. Wilton was born in 1920 and requests Old Guard Status, as he will soon be 80 years old. Mr. Shirk moved that Mr. Wilton be reinstated to membership, with Old Guard Status. The motion was seconded and carried unanimously.

During the same period, there have been no resignations or other requests for transfer to Old Guard status.

The Secretary also reported the following members have exercised their option of life membership by paying $900 to the Society: Paul Baker Bartle, elected 13 May 1982 (PA Soc. #5504); Charles Edmund Bowman, elected 11 February 1999 (PA Soc. #5941); John Douglas Bowman, elected 11 February 1999 (PA Soc. #5942); Winchell Smith Carroll, elected 10 March 1988 (PA Soc. #5690); David Barker Ford, elected 8 March 1973 (PA Soc. #5029); and Leroy Moody Lewis, III, elected 9 October 1975 (PA Soc. #5238). The Society also has two new Junior Life members: Duncan Mackenzie Lloyd, the son of President Lloyd, and Skylar Garrett Bowman, both of whom were elected 11 February 1999.

Regent Shirk added that John Herman Bowman, the father and grandfather of the Bowmans, will be the new Membership Chairman of the Lancaster Chapter and also a member of the Society's Membership Committee under Chairman Richard R.P. Di Stefano. Mr. Bowman is a very active member of the Lancaster Chapter.

President Lloyd thanked all those who have contributed to bringing the Society closer towards the Life membership goal of "100 for 2000." He asked if there were any other comments or questions on the report of Secretary Clattenburg. Hearing none, he asked for a motion to adopt the report. A motion was made, duly seconded, and on vote, carried unanimously.

TREASURER'S REPORT: President Lloyd announced that the Treasurer's report could not be printed for this meeting because of technical problems with the office computer. He understood, however, that Treasurer Ward has not given away the store. A year-to-date Treasurer's report will be submitted to the Board of Managers at the May meeting.

REGISTRAR'S REPORT: In the absence of Registrar Fitzgerald, Secretary Clattenburg reported that five deaths have been reported in the period since the February meeting of the Board: Samuel S. Woody, Jr. (PA Soc. #5389), deceased 17 September 1998; George Putnam Lehmann (PA Soc. #5331), deceased 9 July 1998; Edward West Richardson (PA Soc. #4831), deceased 15 February 1999; Richard Reeser, Jr. (PA Soc. #3866), deceased 22 August 1998; and James Sill Morgan (PA Soc. #3956), deceased 26 February 1999. President Lloyd asked those present to rise and led the Board in a prayer of remembrance.

HISTORIAN’S REPORT: In the absence of Historian Groff, President Lloyd reported that the appraisal of the Society’s historical collections is complete. The appraiser’s report will be submitted within the next two weeks. It is expected that copies of the report will be available for review by the officers of the Society before the Annual Meeting on 8 April.

A question was raised concerning access to the appraiser's report and the project curator's report. President Lloyd noted that the project curator's report, containing both color photographs and curatorial descriptions of our historical collections, is available at the Society's web site as well as in a ring binder in the Society's office. A copy of the appraiser's report will also be available in the Society's office, but will not be posted to the web.

PRESIDENT’S REPORT: President Lloyd began his report by acknowledging receipt of letters from the General President, Thomas Clifton Etter, Jr.; New Jersey Society President, Robert Frisch; and New York Society President, Henry Middendorf, thanking the Pennsylvania Society for the hospitality extended to them at the George Washington Birthday Party. President Lloyd congratulated Manager Morris for his successful chairmanship of the Washington Birthday Committee.

Final arrangements have been made with Dr. Craig W. Horle, editor of the Biographical Dictionary of Pennsylvania Legislators project, who has accepted the Society's invitation to speak at the Annual Meeting on Thursday evening, 8 April 1999. President Lloyd noted that the Society and its Color Guard, over a period of more than ten years, have provided financial support to all three volumes of the Biographical Dictionary project.

President Lloyd also expressed his pleasure at being invited to be the guest speaker at the Annual Meeting of the Lancaster County Chapter on Sunday, 2 May 1999. He encouraged all Officers and Managers of the Society to attend.

President Lloyd announced that arrangements for the Society's annual Church Service are moving towards a satisfactory conclusion. President Lloyd and Captain Salisbury are working together to schedule a preliminary "walk through" of the Ardmore Presbyterian Church to acquaint the Color Guard officers with the layout of the Church building.

President Lloyd noted that Color Guard member Mark Seville had contacted him, asking that the Society support Historic Bartram's Garden again this year. President Lloyd agreed to bring the matter before the Board and asked if the Board would vote to approve a $300 gift, payable from the Board's discretionary fund. As in 1998, the gift will be used in part for a ceremonial brick and in part for the ongoing restoration and public programs of the site. On motion made and duly seconded, the Board unanimously approved a $300 gift to the John Bartram Association for this purpose.

ADMISSIONS COMMITTEE: Vice-President Di Stefano stated that the Admissions Committee had no report this month, but expected to meet again before the May meeting.

BUDGET COMMITTEE: Vice President Frick stated that the Budget Committee had no report.

FINANCE COMMITTEE: Vice President Johnson reported that the Committee continued its regular monthly meetings and that the Society's investment portfolio had a total market value of $2,477,524, as of 28 February 1999. The Board received the report with general praise for the work of the Committee.

RESOLUTIONS COMMITTEE: Counselor Cheyney stated there was a resolution pending. He then conducted a second reading of the proposed resolution designed to encourage life memberships. Adoption of the resolution will make life membership available not only by payment of a lump sum, but also, in the period between the date of the Annual Meeting, 8 April 1999 and the end of the next calendar year, 31 December 2000, by payment of three equal installments of $300 each.

President Lloyd called for a motion to adopt the proposed resolution and place it before the membership at the Annual Meeting. Such motion was duly made, seconded, and on vote, carried unanimously.

AMERICAN HERITAGE COMMITTEE: In the absence of Chairman Walkup there was no report.

INDEPENDENCE DAY COMMITTEE: In the absence of Chairman Byrne, there was no report.

SARATOGA-YORKTOWN ANNIVERSARIES COMMITTEE: In the absence of Chairman Morgan, there was no report.

NEW CITIZENS’ RECEPTION: Chairman Hoyt stated the New Citizens’ Committee had no report.

SPECIAL PROJECTS: In the absence of Chairman Groff, there was no report.

VALLEY FORGE COMMEMORATION: Chairman George Wood reported that invitations have been reviewed and sent to the printer. Ample time exists to take advantage of bulk mail rates. Ongoing conversations with Rev. William Preston Proctor of Ardmore Presbyterian Church are developing the specifics of the service of worship. The cost of the event will increase slightly to $32.50 for adults, but remains unchanged for children at $20. Arrangements for the reception at the Merion Cricket Club are also being finalized.

WASHINGTON’S BIRTHDAY PARTY COMMITTEE: Chairman Morris reported that the Washington's Birthday Party event was a thorough success. 200 people attended, fifteen of who received complimentary tickets. A preliminary report of income and expense is available. The Society hired a photographer, who has pictures of the event available to anyone who wishes to purchase them. It was unfortunate that our guest of honor, General Anthony Zinni, regretted at the last minute, but the guest speaker, Thomas J. McGuire gave a very interesting talk on the Battle of the Clouds and subsequent Paoli Massacre. Chairman Morris thanked his committee for all their help to make this event a success.

YOUNGER MEMBERS: In the absence of Chairman Bowden, there was no report. The Executive Secretary noted that there is a Squash Clinic planned for the Racquet Club in mid-April, but the date has not yet been finalized.

THE COLOR GUARD: In the absence of Captain Salisbury, there was no report.

MEMBERSHIP COMMITTEE: Chairman Harvard Wood reported he was pleased with the productivity of the Committee's work, as demonstrated in the upsurge of new admissions over the past year. Some prospective members have requested genealogical assistance and the Committee responds promptly. The Committee copies a candidate's proposer and seconder on all correspondence between the Office and the candidate relating to the verifying genealogist's request for additional documentation. It is intended that they will lend their expertise to helping their candidate complete the application for membership process.

NEWSLETTER COMMITTEE: Chairman Van Gulick stated the Newsletter Committee had no report.

OPERATIONS COMMITTEE: In the absence of Vice President Burke, there was no report.

TECHNOLOGY INITIATIVE: In the absence of Chairman Lewis, there was no report. President Lloyd stated that a major upgrade to the web site took place about two weeks ago. He advised the members of the Board that they may now find on-line the Notice of the Annual Meeting and the Report of the Nominations Committee; the project curator's report on the historical collections of the Society and its Color Guard; and a major new "virtual" tour of historic sites related to the American Revolution in the Delaware Valley. He recommended to all members a visit to the web site and asked that if any one of them should find information that appears incorrect or a link that does not work, that person should e-mail a suggested correction to Vice-President Lewis, the Society's office or himself. He hopes that the Board may assist in this manner to keeping the site in good order.

REPORT OF LANCASTER COUNTY CHAPTER: Regent Shirk reported that the Chapter had conducted no activities in the period since the February meeting of the Board. He extended a hearty invitation to the Officers and Managers to attend the Chapter's Annual Meeting on Sunday, 2 May 1999.

REPRESENTATIVE TO THE GENERAL SOCIETY: Vice President Johnson reported that he had received the General Society's roster of Officers and Committees, which he finds very helpful, but notes also that it contains errors with regard to Pennsylvania Society Officers and Managers, which he will endeavor to correct.

President Lloyd added that at a meeting of the Executive Committee of the General Society in Fraunces Tavern, held on 16 February 1999, he reported at length on his visit to the California Society. He found it to be a Society that is strong and in good order. Reports of malfeasance and improprieties have proven to be unsubstantiated and apparently the work of just two or three unpleasant individuals. President Lloyd stated that the Officers, Directors, and members of the California Society were friendly, candid, and made all California Society records available to him for his purpose of fact finding. He recommended to the Executive Committee that General President Etter move quickly to welcome the California Society's new President to full participation in the General Society.

There was no OLD BUSINESS.

NEW BUSINESS: There were two items of New Business, as follows:

1. Vice President Frick presented the following motion regarding the transfer of funds from the Permanent Fund, which has a restricted use, to the General Fund as follows:

The Pennsylvania Society maintains a single investment pool, which consists of a "Permanent Fund", including categories such as Life Membership Fees, which are restricted in their use, and a "General Fund", which is unrestricted in its use. For many years the Society has relied on the income from these funds, as well as income from the Herbert C. Rorer Trust and annual membership fees, to maintain a high-quality level of programming. Several years ago the Society decided that an investment strategy which relied less on traditional income such as interest and dividends, and relied more on total return, which would include capital appreciation as well as the interest and dividends, was in the best long-term interest of the Society. This would allow investment in securities that might pay low interest or dividends, but had better potential for principal growth. Since 1992 the Pennsylvania Society has made a yearly transfer from Permanent Funds to General Funds, based on an opinion letter from Drinker, Biddle & Reath dated August 25, 1992. This transfer was based on Pennsylvania law, which allowed the Board to deem net realized capital gains to be income. The amount of net realized capital gains that could be considered income, plus all other actual income, could not exceed 9% of the market value of the principal of the Permanent Funds. By Act of the Pennsylvania Legislature effective December 21, 1998 (Act 1998-141), the law upon which we had relied was changed to specifically allow nonprofits to use total return investment management, as opposed to the previous restriction to net realized capital gains. The new law provides that "income" means a percentage of assets, which must be annually set at no less than 2% and no more than 7% of the fair market value of the assets, averaged over the three preceding years.

In order to be eligible to use these new rules, the Board must a) elect to be governed by the rules; b) adopt and follow a written policy seeking a total return, and c) annually select a percentage from 2% to 7% and determine that such a percentage is consistent with the long-term preservation of the real value of the assets.

Therefore, the Board of the Pennsylvania Society hereby elects to be governed by Section 5548(c) of the Pennsylvania Nonprofit Corporation Law (the "NPCL"), as amended effective December 21, 1998. These minutes shall also constitute an adoption of an investment policy seeking a total return on the assets of the Permanent Fund, with that return to be derived from both capital appreciation and earnings or distributions with respect to capital, pursuant to Section 5548(c)(2) of the NPCL.

The Board concludes that the appropriate spending rate for the Permanent Funds should be 6% of the fair market value of the assets, averaged over the preceding three years. The Board hereby determines that this election as aforesaid and the adoption of the percentage is consistent with the long-term preservation of the real value of the assets.

The motion was duly seconded and unanimously adopted.

2. President Lloyd stated that the Nominations Committee would present its slate of Officers and Managers at the Annual Meeting in April. Three Managers from the Class of 1999 and one Officer will no longer be on the Board when it next meets in May. The Managers are Ralph Thomas Davy, Jr.; David Brian Ermine; and James Whitney Marvin, Jr. The Officer is Assistant Treasurer William Lloyd Truscott. President Lloyd expressed his sincere gratitude to each of the four for their service to the Society over the past three years and said he looked forward to seeing them again soon at events of the Society.

President Lloyd also noted that the Managers who will be joining the Board at its May meeting would be Ronald William Fenstermacher, Jr.; Robert McIntyre Flood, Jr.; William Murray Gordon; and Perry Catherwood Gresh. In addition, he noted that Robert Reynold Van Gulick, Jr. will return to the Board as Assistant Treasurer.

There being no further business to come before the Board, President Lloyd adjourned the meeting at 5:45 p.m.

Respectfully submitted,

Theodore Clattenburg, Jr.

Secretary