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.
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.
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.
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.
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.
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.
Section 802. Standing Committees. There shall be the following Standing Committees of the Council:
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.
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.]
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© 2001 Council for Scottish Clans And Associations, Inc.