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Bylaws of The Council Of Scottish Clans And Associations, Inc.

1. Name and Purpose
2. Membership
3. Meetings
4. Officers and Trustees
5. Duties and Powers Of Officers And Trustees
6. Nominations
7. Elections
8. Committees Of The Council Or Board Of Trustees
9. General Provisions
10. Amendments

ARTICLE I: NAME AND PURPOSE

Section 101. Name. This organization shall be known as the "Council of Scottish Clans and Associations, Inc." and shall hereinafter be referred to as "Council".

Section 102. Purpose. Generally, the purpose of the Council shall be to preserve and promote the customs, traditions, and heritage of the Scottish people by educating the public as to Scottish history, literature, music, poetry, art and architecture. Additionally, the Council shall, through a variety of means, provide service to the various clan and family associations of the Scottish community.

ARTICLE II. MEMBERSHIP

Section 201. Type and Requirements. Membership in the Council shall consist of four types, (1) Clan or Family Society and Organizational members; (2) Individual members; (3) Corporate members; and (4) Honorary members.

1. Clan or Family Society and Organizational Membership. Any Scottish clan or family society or any organizations interested in or involved in Scottish affairs, which operates on a not-for-profit principle shall, upon acceptance by the Council of a proper application from such a society or association and upon payment of the appropriate annual membership dues, be a member in this category. Each such organization is entitled to representation by one regular and one alternate delegate at all Council meetings, with one vote per society or association. Sub-organizations of a clan or family organization which are separate entities governed by separate officers may also hold membership in the Council under the same terms. The name and address of each delegate and alternate shall be provided to the Council Secretary, annually. All council mailings, including notice of meetings, shall be mailed to the named organizational delegates.
2. Corporate Membership. Any organization interested in Scottish affairs which operates on a for-profit basis, shall, upon acceptance by the Council of a proper application from such organization and upon payment of the appropriate annual dues be a member in this category. Each Corporate member shall be entitled to send a delegate, without vote, to all proceedings of the Council. The name and address of the organizational representative and alternate shall be provided to the Council Secretary annually. All council mailings including notice of meetings shall be mailed to the named organizational delegates.
3. Individual Membership. Any individual interested in the aims and purposes of the Council shall, upon acceptance by the council of a proper application and upon payment of the appropriate annual dues shall be acknowledged as a member of this category. Each individual member shall be entitled to attend, without vote, all Annual General Meetings and Special Business Meetings of the Council.
4. Honorary Members. All duly recognized Chiefs of Scottish Clans or Families, or the duly recognized Commanders thereof, should there be no Chief, shall be invited to be honorary members of the Council and, upon their acceptance, shall be honorary members of the Council. Invitations to other deserving individuals to become Honorary Members may, farm time to time, be extended by the Board of Trustees. Honorary Members shall be entitled to attend, without vote, all proceedings of the Council.

Section 202. Dues. A schedule of Dues for the above categories of the membership shall be approved by the membership at large by mail ballot.

Section 203. Rights of Members. All members of the Council described in Section 201 shall be entitled to receive notices for and attend all activities and proceedings of the Council.

ARTICLE III. MEETINGS

Section 301. Annual General Meeting. The Annual General Meeting shall be held each year at a time and place to be determined by the Board of Trustees. The Annual General Meeting shall be conducted without regard to membership present. Minutes shall be prepared and distributed without regard to the physical presence of a quorum.

Section 302. Special Business Meetings. A Special Business Meeting shall be held at the discretion and insistence of the Board of Trustees or upon written petition of ten (10) or more voting delegates or upon written petition of three (3) or more members of the Board of Trustees. If held as a result of petition, the Special Business Meeting must be convened by the Board of Trustees within ninety (90) days of the filing of said petition with the Secretary of the Council. The petition must clearly state the exact purpose of the meeting and the agenda to be discussed. The agenda shall be limited to those items presented in the petition.

Section 303. Elections. The election of officers and trustees shall be held by mail ballot following the report of the Nominating Committee at the Annual General Meeting. Only one official ballot may be recognized from each member organization. Terms of office shall commence at the close of the first day of January of the following year.

Section 304. Quorum. A quorum is required to approve issues brought before the membership at an Annual General Meeting or Special Business Meeting. A quorum consists of one-half plus one of the total voting membership of the Council. In the absence of a quorum issues will be resolved by mail ballot.

Section 305. Notices of Meetings. Notices of the Annual General Meeting and the Special Business Meetings shall be mailed first class to the voting membership delegates as defined in Section 201(A) herein, and by mail to all other members to the last known address of said delegates or members, at least forty-five (45) days prior to said meeting, and such notice shall state all business known to be on the agenda of said meeting. Notice of meetings shall also be given by general advertisement.

Section 306. General Business. The purpose of a General Business meeting is to provide the membership the opportunity to discuss Council issues. All issues, approved by a majority of the delegates present and voting will be prepared by the Secretary for presentation to the membership-at-large by mail ballot if a quorum is not present. Such items may be proposed by any delegate of a voting member from the floor at the time without prior notice.

Section 307. Transaction of Business by Post. All business of the Council, requiring the approval of the membership-at-large will generally be conducted by post. The membership shall have a minimum of thirty (30) days from the date of mailing to respond to the ballot. If the issue receives an affirmative vote by one half plus one of the responses received, the issue shall have passed. The ballots shall be mailed to the designated delegate of the member organization and that ballot shall be the vote of the member organization.

ARTICLE IV: OFFICERS AND TRUSTEES

Section 401. Executive Committee and Board of Trustees. There shall be an Executive Committee which shall consist of the President, President-Elect, Vice-President, Secretary and Treasurer. There shall be a Board of Trustees consisting of the President, President-Elect, Vice President, Secretary, and Treasurer and the elected Trustees. There will be at least six trustees. The number of trustees will be the same number for each region. The Past President and Presidents Emeritus are non-voting ex-officio members of the Board of Trustees.

Section 402. Term of Office of Trustees and Vacancies. Trustees shall be elected for three (3) year terms, one-third (1/3) of which terminate in any one year. A Trustee must be a resident of the region which they represent. Any trustee may resign at any time, orally or in writing, by notifying the Secretary or the President. Such resignation shall take effect at the time therein specified, and unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective. A trustee may be removed from office for cause by the unanimous vote of all the other trustees then in office at a duly called meeting of the Board of Trustees with notice of the proposed removal. Vacancies occurring more than three months prior to an Annual General Meeting, whether or not temporarily filled by the Board of Trustees, shall be filled permanently by election for the remainder of the term of the trusteeship which has become vacant. Trustees shall be limited to three (3) consecutive three (3) year terms, but may be nominated again after a one-year interim.

Section 403. Term of Office of Officers and Vacancies. All members of the Executive Committee must reside in the same region. All officers shall be elected for a term of two (2) years. Any officer may serve an additional term in the same office but shall not serve more than two consecutive terms in the same office. Any officer may resign at any time either in writing or orally and confirmed in writing, by notifying the Secretary or the President. Such resignation shall take effect at the time therein specified. Any officer may be removed for office for cause by a two-thirds vote of delegates at a duly called meeting with notice of the proposed removal. Any vacancy occurring between elections shall be filled by the Board of Trustees, except a vacancy in the office of the President in which case the Vice-President shall become President. The newly elected President shall be designated the President-Elect and shall serve as a member of the Board of Trustees until assuming office as specified in Section 303. In the event the Vice-President is elected to the office of President, he shall hold the office of Vice President and President-Elect simultaneously.

Section 404. Eligibility. An officer or trustee must be a member of a clan or family society which holds membership in the Council to be eligible to be elected to and hold office in the Council.

Section 405. Meetings of Trustees. Meetings of the Board of Trustees may be held at such places and times as may be fixed from time to time by resolution of the Board of Trustees. In addition, the President or Secretary may, on their own, or the Secretary upon written request signed by any two (2) Trustees, or by ten (10) voting delegates, call a meeting of the Board of Trustees. Meetings called by the President or Secretary or by written request shall require a notice in writing to each officer and Trustee by first mass mail, telegram or like communication, addressed to his the last known address, at least twenty-one (21) days prior to the time designated for such meeting and shall state all business known to be on the agenda of said meeting. Any meetings of the Board of Trustees without due notice and any action otherwise properly taken there at shall lie valid only if notice of the time, place and purpose of such meeting is waived in writing before, at or, after such meeting by all trustees to whom notices were not duly sent.

ARTICLE V: DUTIES AND POWERS OF OFFICERS AND TRUSTEES

Section 501. Duties of Officers

1. President. The President shall preside at all meetings of the Council and the Board of Trustees. He shall be ex-officio a member of all committees created either by the Board or by the Council and of all standing or ad hoc committees. In general, the President shall perform all of the duties incident to the office of President and such other duties as are provided for in these By-laws or as may be assigned to him from time to time by the Board of Trustees. He... TBS - Data is missing
2. TBS - Data is missing. request is for less than or equal to $500.00, approves the request, shall authorize payment of such funds to the approved grantee. In the event that the request is greater than $500.00 and the Board of Trustees considers the use as being in furtherance of the purposes of the Council the request will be forwarded to the membership for approval by mail ballot The Board of Trustees shall require that the grantees furnish a periodic accounting to show that the funds were expended for the purposes which were approved by the Board of Trustees. The Board of Trustees may, in its absolute discretion, refuse to make any grants or contributions or otherwise render financial assistance to or for any or all purposes for which funds are requested.
3. Business Meeting Agenda. The Board of Trustees may propose any items of business it desires at any Business Meeting.
4. Meetings of the Board of Trustees. The Board of Trustees may transact business at a face-to face meeting with at least fifty (50) percent of its members present or on a conference call with at least fifty (50) percent of its membership on the call. A simple majority of those voting shall constitute an act of the Board. The Board can act through correspondence so long as at least two thirds (2/3) of the membership responds on the question before them. An action through correspondence shall be deemed to have been determined thirty (30) days after a written request has been sent to the members of the Board for action. Trustees shall be permitted to vote at Board meetings by a proxy which is limited as to specified issues. Voting by a general proxy shall not be permitted.
5. Minutes. The minutes of the proceeding of all Board meetings shall be sent to each member of the Board and made available to any Council member upon request Minutes of business meetings shall be sent to all Board members and members of the Council.
6. Financial Review. The Board of Trustees shall present a proper financial review of the financial transactions and status of assets and liabilities at each Annual General Meeting for the fiscal year ending immediately prior to said Annual General Meeting.
7. President Emeritus. The Board of Trustees may, unanimous vote, bestow upon a former President of the Council the title of President Emeritus and the recipient shall hold said title for life. Said President Emeritus shall be invited to participate in all proceedings of the Board of Trustees but shall have no vote.

ARTICLE VI: NOMINATIONS

Section 601. Appointment and Meetings. Each year, six months prior to Annual General Meeting, the President shall appoint a Nominating Committee. The Nominating Committee shall select the nominees for Officers, and Trustees for such Officers and Trustees whose terms expire or which have become vacant since the last Annual General Meeting. The Nominating Committee shall meet in the same manner as provided for the Trustees in Section 405, Article N, hereof. The slate of nominees must be reported to the membership at the Annual General Meeting.

Section 602. Nomination by Membership. Any five (5) voting members can nominate a candidate or candidates for office, which said nominations shall be signed by a delegate or officer of the said voting members and submitted in writing to the Secretary of the Council in the same manner as provided for in Section 701 of this Article. No nominations shall be accepted from the floor of the Annual General Meeting except that if there shall be no nomination for a particular office, nominations for the floor will be accepted for that office.

Section 603. Executive Committee Nominations. In years in which an Executive Committee is to be elected, the Board of Trustees shall designate the region. The Nominations Committee will then provide at the next Annual General Meeting a slate of Executive Committee Officers who are residents of the designated region. The Executive Committee shall not remain in any region for more than four consecutive years.

ARTICLE VII: ELECTIONS

Section 701. Time. Elections shall take place by mail following the Annual General Meeting.

Section 702. Notice. Notice of all nominees, however nominated shall be mailed in accordance with the provisions of section 305.

Section 703. Eligibility. Only those members as defined in section 201(A) shall be eligible to vote.

Section 704. Voting. The election of the Executive Committee and the Board of Trustees will be voted on by the membership-at-large.

ARTICLE VIII: COMMITTEES OF THE COUNCIL OR BOARD OF TRUSTEES

Section 801. Creation, Powers and Duties. The Council or the Board of Trustees may by resolution passed by a majority of the relevant body present and voting at a duly called meeting designate one or more committees which shall have and may exercise to the extent provided in the resolution, the duties and powers of the relevant body. The Chairman of said committee shall be appointed by the President within thirty (30) days of the creation of the committee and the Chairman shall select the members of the committee. The Chairman shall serve at the pleasure of the President and the other members shall serve at the pleasure of the Chairman. Committees shall meet in the same manner as provided for the Trustees in Section 405, Article N, hereof.

Section 802. Standing Committees. There shall be the following Standing Committees of the Council:

1. Financial Advisory Committee. Said committee shall be appointed subject to the provisions of Section 801. It shall be the duty of said Committee to advise the Board of Trustees of the most appropriate use of the financial resources of the Council.
2. Charitable and Education Committee Said committee shall be vested with the responsibility of identifying and recommending to the Board of Trustees activities of a cultural and educational nature including disposition of the Herbert P. MacNeal Charitable and Educational Fund which funds shall be independent from other funds of the Council.
3. Publications Committee. Said Committee shall be vested with the responsibility of identifying and recommending to the Board of Trustees publication activities of a cultural and educational nature and be responsible for overseeing the publications of the Council.
4. Fundraising and Development Committee. Said Committee shall be responsible for raising funds for the Council by developing and implementing annual and corporate giving programs and through other such means as maybe approved by the Board of Trustees.
5. Membership Committee. Said Committee shall be responsible for maintaining all membership records and responding to all membership correspondence.
6. Redistribution Committee. Said Committee shall be responsible for establishing regions which meet the established guidelines and make recommendations to the Board of Trustees. The Board of Trustees shall accept or modify the recommendation.

ARTICLE IX: GENERAL PROVISIONS

Section 901. Fiscal Year. The fiscal year of the Council shall be 1 January to 31 December.

Section 902. Rules of Order. The rules contained in Robert's Rules of Order. the latest available edition, shall apply and govern all meetings insofar as they are not inconsistent with these By-Laws.

Section 903. Voting. Voting members are entitled to one (1) vote, whether the same is cast by a delegate or his alternate.

Section 904. Compensation of Members, Officers, and Trustees. No part of the net earnings or profits of the Council shall inure to the benefit or private profit of the Council's Trustees, Officers, or to any member of their families, or to any individual, nor shall the Council aid any organization or corporation conducted for the benefit of or private profit of its stockholders, but all activities and all aid of the Council shall be solely for charitable, scientific, literary, or educational purposes. No trustee or officer shall receive any compensation, either directly or indirectly, for acting as such.

Section 905. Offices.

1. Registered Office. The registered office of the Council shall be in Delaware.
2. Other Offices. The Council shall also have offices in such other places, both within and without Delaware, as the Board of Trustees may, from time to time, determine or the business of the Council shall require.

ARTICLE X: AMENDMENTS

Section 1001. Changes and additions to these By-laws may be effected by a two-thirds (2/3) majority of the voting members responding by mail ballot sent to the membership-at-large.

Section 1002. Any five (5) voting members may propose amendments to these By-laws. Said proposed changes shall be signed by a delegate or officer of the voting member and submitted in writing to the Secretary of the Council no more than four (4) months nor less than two (2) months prior to the Annual General Meeting.

[These by-laws were approved by vote of the membership by 31 March 1994.]

This page has been prepared by the Council of Scottish Clans and Associations, Inc.. 

 

© 2001 Council for Scottish Clans And Associations, Inc.