CONSTITUTION AND BY-LAWS of the CLAN MACKINTOSH of NORTH AMERICA 1988
ARTICLE 1 Name and Title
The name and title of this organization, a nonprofit corporation, organized for existence under Section 501(c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), shall be the Clan Mackintosh of North America.
ARTICLE ll Objectives
The objectives and purpose of this organization shall be the preservation and encouragement of all Scottish heritage and traditions, but particularly those of the Clan Mackintosh and its Septs, by the following endeavors.
- Cultivate and stimulate interest among the various septs and names of Clan Mackintosh in the genealogical, cultural and historical background of their ancestors.
- Educate, acquaint and disseminate information and Clan Data by all possible means and to maintain interest in the history and traditions of the Clan and its contributions to the Scottish heritage.
- Inculcate, particularly in the young of Scottish descent, the knowledge, appreciation, and practice of Scottish heritage and traditions which may be supported through educational scholarship donations, either directly of through other qualified Scottish organizations.
- Participate in and support, in conjunction with other Scottish Clans and Societies, Highland games, Scottish Festivals and similar events.
- Promote, perpetuate, and encourage friendly social actions among the Clans, septs, and individuals of the Clan Mackintosh wherever located.
ARTICLE III Officers
The Council will determine the principal place of business at any time, in the best interests of the organization, and shall notify all Clan members, in writing, of any changes in said location.
ARTICLE IV Fiscal Affairs
The fiscal year of the organization shall begin the first day of January in each calendar year. Annual dues shall be paid on the basis of this fiscal year with pro-rata payments schedules provided for new members joining after the first month in the fiscal year. Membership dues shall be set by the Council: however, changes in the amount of dues payable must then be approved by a majority of a mail vote of the membership.
ARTICLE V Membership
Active membership shall include the following classifications; Active members shall be persons bearing the name of and /or being descended from any of the Clans or Septs of the Clan Mackintosh; persons having traceable historical connections with the Clan Chattan confederation; or persons married to any of the persons listed above. Associate membership shall be available to any person who does not meet the qualifications for active membership, but who is interested in and actively supports the objectives and purposes of the organization. The dues for an Associate Member shall be the same as an Active Member. Associate Members shall have the same privileges as Active Members except the right to hold and elective office. They may occupy and appointive position and/or serve on committees. Each person having been accepted into the membership and upon payment of annual dues, thereafter, shall be considered a member in good standing. Members in good standing may attend any meeting of the Clan and have one vote on any matter raised, and shall be entitled to all rights and privileges as pertains to membership. Only Active Members in good standing may hold elective office.
ARTICLE VI Meetings
The Annual Meeting shall be held at a place and time as determined by the Council and no fewer than (30) thirty days advance notice thereto shall be given to the membership in writing, The Annual meeting shall be conducted by the Clan President. Meetings, other than the Annual Meeting, which are necessary for the conduct of Clan business may be called by the President of at the request of two or more Council members, of ten or more members. Members shall be notified of the date, time, and purpose of said meetings (30) thirty days prior to said meeting. These meetings shall be presided over by the President. Council Meetings MUST be held once each year preceding the annual meeting, however, other meetings may be held by the Council on specific issues as they deem necessary via telephone, written correspondence, or in person and are recommended so that the Council may be advised of ongoing Clan business on local and national levels and may formulate whatever recommendations they deem advisable for the general membership. Correspondence between Clan officers and Council members at any time is encouraged to address information transmission on a timely basis. Meeting bay be held by the appointed Convener according to the needs of the local Clan Members. In the interest of harmonious and orderly conduct of the Organizations various business deliberations at meeting whether Annual, Called, or otherwise, the principles of decorum and practice in parliamentary law set forth in “Roberts Rules of Order” (Revised) are hereby adopted and incorporated in these by-laws.
ARTICLE VII Government of Organization
The affairs of the Organization shall be directed and managed by a Council which is vested with the general powers necessary for the exercising of such charges within the law. Council members shall consist of the President, Vice-president, Secretary, and Treasurer elected by the membership. In addition to these officers, there shall be (5) five Members-At-Large, chosen from and elected by the general membership. Council members, other than elected officers, shall serve for a term of three years. Should a council member choose to run for an office, other than appointed, said member must resign his/her position on the Council before being placed on the ballot. Each member of the Council shall have one vote with the President abstaining except where necessary to break a tie. The Council may adopt such rules and regulations for the management of the affairs of the Organization as it deems proper so long as these regulations are consistent with the By-laws.
ARTICLE VIII Titles and Duties of Officers
The titles given officers of the organization shall be generally known as; President, Vice-president, Secretary, and Treasurer.
- PRESIDENT: The President shall preside at all meetings of the Organization and shall function as the Organization’s chief administrative officer. The President shall appoint committees form among the members of the Organization as requested by the Council, as instructed by the members at an Annual Meeting, or otherwise as he/she may deem necessary to treat with any matter of particular interest or concern to the Organization. Except as provide otherwise in these By-laws, the president shall sign and execute in the name of the Organization all legal instruments and other papers necessary to the transaction of the affairs of Clan Mackintosh of North America. The President shall be an ex-officio member of all committees appointed by him/her except the Nominating Committee. The President shall appoint Conveners based upon recommendations provided by local Clan members.
- VICE-PRESIDENT: The duties of the President shall, in his/her absence, repose with the Vice-president. At other times, the Vice-president shall assist the President.
- TREASURER: The Treasurer shall collect and keep account of all monies received and disbursed on behalf of the Organization. The Treasurer shall deposit sums received in the name of the Organization in such depository or depositories as shall be approved by the Council. He/she shall be custodian of any and all property of the Organization and of any and all securities, which may accrue and come into the possession of the Organization. The Treasurer shall sign all checks authorized by the Council and shall report to the Council, at least quarterly, on the fiscal condition of the Organization. The Treasurer shall also perform such other duties as requested by the President. At the expiration of his/her term of office the Treasurer shall surrender to his/her successor in office all books, monies, accounts, and all Organization properties in his/her possession and custody. Said funds, books, vouchers, and records, shall at all time be subject to the inspection, supervision, and control, of the Council and the President.
- SECRETARY: The Secretary shall keep an accurate and permanent record of the proceedings of all meetings of the Organization and of the Council. These official records shall remain the property of the Organization. He/she shall be custodian of the Corporate Seal, and shall countersign all checks authorized by the Council and signed by the Treasurer. The Secretary shall perform, also, such other duties as may be proscribed by the Council and shall ascertain that the reports, accounts, and other documents, required by law, are properly kept and filed. The address of the current Secretary shall be the official address of the Organization during his/her term of office, and it shall be his/her duty to so advise correspondents of and to the Organization.
- CONVENER: The Convener shall be responsible for the promotion of Clan representation at local Highland Games, Scottish Festivals, and similar events. He/she shall endeavor to increase Clan membership within his/her geographical area of responsibility, and to encourage, support, and conduct business/social gatherings of the local Clan members ensuring a two way flow of such information.
- COUNCIL MEMBER-AT-LARGE: The Council members-at-large shall keep themselves knowledgeable of past, present, and proposed Clan Business on both national and local levels. They may present proposals for consideration by the entire Council on rules, regulations, and matters for the management of the affairs of the Clan. They will, in consonance with all Council members, take those actions required to direct and manage Clan affairs and ensure that such actions are consistent with this Constitution and By-laws.
- Trustees: The Clan Trustees shall be appointed by the Council and will act as auditors of the Clan’s financial records and oversee the safekeeping of Clan properties. The Clan Treasurer will submit an annual Clan financial report, with coordinating bank statements, for audit by each of the Trustees prior to January 31st of each year. Upon agreement with the submitted records, each Trustee will sign a common Annual Financial Audit Sheet and return it to the Treasurer. A copy of the financial report and audit sheet will be sent to all Clan members in good standing each year.
- NOMINATING COMMITTEE: The Nominating Committee will be appointed by the Clan Council, and shall consist of not less than three (3) members in good standing. Including an appointed chairperson. The duties of the committee are set out in Article IX.
ARTICLE IX Election Procedures
Officers of Clan Mackintosh of North America shall be elected by members in good standing, active and Associate, by mail ballot every two (2) years in even numbered calendar years. The names of those eligible for office and willing to accept the responsibility shall be placed on the ballot by the Nominating Committee, and the ballots shall be mailed to the members in good standing by the 15th day of October. Ballots will be marked by the members and returned to the Chairperson of the Nominating Committee by the 15th day of November, or within 30 days of receipt of the ballot. The Chairperson of the Nominating Committee will count the ballots and publish the results to the membership by the 1st day of December. Them membership has 15 days, from the receipt of the results, in which to challenge the results. Challenges will be referred to the Council, who will verify the ballots and report the results. The Council’s decision will be final. Officers will take office on the 1st of January. Elected officers will serve for a term of two (2) years, with a maximum of four (4) consecutive years in any one office. In addition, Members-at-large of the Council shall be elected by the Clan members in good standing, Active and Associate, each year as individual positions on the Council expire. The Members-at-large will be elected, in the first year of the passage of these By-laws, in the following manner: The Nominating Committee will solicit candidates from the general membership. These candidates will them be placed on the Official Ballot to be mailed to the membership, as outlined above. Two (2) of the candidates will initially serve for one (1) year. One (1) of the candidates will serve for two (2) years. The two (2) remaining candidates will serve for three (3) years. Thereafter, all candidates for the office of Member-at-Large will serve three (3) year terms. The official ballot will provide space for the names of “write-in candidates” for all of the offices listed on the ballot, to allow additional nominations to be made by the general membership, if desired. Should an elected Council Member of Officer resign or be unable to fulfill he/her term, the Council will institute proceedings for the elections of a replacement.
ARTICLE X Voting Procedures
Matters requiring a decision by a vote shall be referred to the membership in good standing by mail or personal ballot, as deemed appropriate by the Council. Election of Officers and Members-at-Large shall ALWAYS be done by mail ballot, AS OUTLINED IN Article IX. Other matters shall be presented to the membership by mail, with a resume and history of the matter in question, and mailing date for the return of the ballot to the Council. In the event of mail ballots, results of said balloting shall be published to the membership either by direct mailing or in the following issue of the Clan newsletter, “Mists of Moigh,” at the discretion of the Clan Council. In the case of special referendums, which involves vote-taking at the Annual Meeting, votes may be taken by the raising of hands or by written tally. Any member desiring that said balloting be done by mailed ballot may so move, and said motion CANNOT BE DENIED FOR ANY REASON.
ARTICLE XI Exemption of Liability
The private property, properties, assets, funds, of any and all kinds now held, owned, and controlled, or which may be acquired in the future by individual officers, members, or agents of this Organization shall be forever exempt and untouchable by and from any liability of any nature that may arise from the activities of the Clan Mackintosh of North America in the pursuit of its stated purposes or objectives.
It is hereby specified and provided that each officer, member, and agent, shall be indemnified by the Clan against expenses actually and necessarily incurred by him/her in connection with the defense of any action, suit, or proceeding in which he/she may be a party by reason of his/her being or having been an officer of member of this Organization, except in relation to matters as to which shall be adjudged in such action, suit, or proceeding to be liable by reason of negligence or misconduct in the performance of his/her duties.
No part of the net earnings of the Clan Mackintosh of North America shall inure to the benefit of any private individual and no substantial part of the activity of the Organization shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the Organization shall not participate in or intervene in any political campaign on behalf of any candidate for public office, including the publishing or distribution of statements.
ARTICLE XII Amendments
Following the adoption of these By-laws, amendments or revisions must be mate by mailed ballot to all members in good standing. A complete wording of the proposed revision will be furnished with the ballot, for acceptance or rejection by the membership in good standing. A two-thirds (2/3rds) majority vote of the mail ballot tally shall be necessary to effect any changes in these By-laws, provided that a simple majority of the completed bailed ballots have been returned.
ARTICLE XIII Dissolution
This Organization may be dissolved by a vote of two-thirds (2/3rds) of the Active and Associate members in good standing at the time said vote shall be taken. Said vote shall be taken by mail and tallied by the Secretary. Upon dissolution of this Organization, the Council shall, after the paying or making provision for paying of all the liabilities of the Organization, dispose of all the assets of the Organization. After satisfying all financial and other obligations, any and all assets remaining shall be assigned to any organization under Section 501 (c) (3) of the internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
APPLICABILITY This Constitution and By-laws, when approved, supersedes all previous Constitutions and By-laws and policy making documents of the Clam Mackintosh of North America.
REVISIONS The following revisions t other 1988 version of the Constitution and By-laws, Clam Mackintosh of North America were submitted for approval to all members in good standing in a Special Election Edition of the Oct. 1990 Mists of Moigh. All revisions were approved and results announced in the following edition of the Mists of Moigh.
ARTICLE VI Meetings
Replace lines 1-3 by: The Annual Meeting may be held at a place and time a determined by the council and no fewer than (30) thirty days advance notice thereto shall be given to the membership in writing. ——
ARTICLE VII Government of Organization
Replace lines 8-11 by: Council members other than elected officers, shall serve for a term of three years.
ARTICLE VIII Titles and Duties of Officers
Add the following paragraph: Clan Council Manager: The President may select a council serve as the business manager for the council and perform other duties as determined by the President.
ARTICLE IX Election Procedures
Replace lines 13 and 14 by: Replace lines 28 and 29 by: Should an elected Council Member of Officer resign or be unable to fulfill his/her term, the Council will institute proceedings for the election or selection by the council of a replacement dependent upon the length of the unfulfilled term.