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CLAN GRANT SOCIETY, U.S.A.,
INC. BY LAWS (Adopted October 18, 1997) ARTICLE I NAME The name of the society is Clan Grant Society, U.S.A., Incorporated hereinafter referred to as the Society. It shall be strictly non-political, nonsectarian and nonprofit. ARTICLE II PURPOSE The purpose of the Society shall be to preserve and promote the customs, traditions, and heritage of Clan Grant. These purposes shall be carried out through the conduct of the following activities:
ARTICLE III MEMBERSHIP Section 1 - Members. Membership in the Society shall be open to any person who is lineally descended from the surname "Grant" or a recognized Clan Grant surname or who is generally interested in or in sympathy with the purposes of the Clan Grant Society. a) The Membership shall comprise: 1) Active
Members. All members of the Society who
shall have paid either the specified annual dues or the specified life
time one sum dues. Members over eighty (80) years of age shall be considered
life members and shall be exempt from the payment of annual dues. (Amended
September 17, 2000) 2) Honorary
Members. Honorary Members shall not be required to pay dues and shall
have all the rights and privileges of active members, except the right to hold
office, and be subject to all other provisions of the by-laws as are applicable
to Active Members. Honorary members may be elected from time-to-time by the
Board of Directors and shall be confirmed at the very next Annual General
Meeting (AGM) of the Society. The number of honorary members shall be limited
to twelve, and reviewed as an agenda item at each
AGM. (Amended September 17, 2000) B) Membership
Dues. The annual dues to the Society shall be established as those in
effect at the time of the adoption of these by-laws and may be changed at any
AGM by affirmative vote of the majority of the Active Members either present or represented by proxy as provided in
ARTICLE V, Section c- Votes. (Amended September 17, 2000) Section 2 - Termination of Membership. Active or honorary membership may be revoked for just cause after a hearing and unanimous vote by the Board of Directors. ARTICLE IVBOARD OF DIRECTORS AND OFFICERS Section
1 - The Board of Directors. The business
and affairs of the Society shall be governed and controlled by a Board of
Directors consisting of seven (7) directors, four who shall be Officers of the
Society and three who shall be members at large, to be elected from the active members
in good standing for four year staggered terms, to commence and terminate at
the time of the respective AGMs in each second year. In order to implement the
staggered term requirement, an exception to this Section shall be observed with
election in the year 2002 of the office of Vice President and Secretary and two
of the at-large members of the Board of Directors for a special two year term.
The President, Treasurer and the remaining at-large Board member shall be
elected at that time to the standard 4 year term. Two years later in the year
2004, the Vice President, Secretary and two at-large Board members described
above, or their successors, shall stand for election to a standard 4 year term.
(Amended September 17, 2000) Section 2 - Officers. a) The Officers
of the Society shall be elected by the active members and shall consist of a
President, Vice-President, Secretary and Treasurer. There may also be, at the
discretion of the Board of Directors, the following additional officers:
Assistant Secretary and Assistant Treasurer. Regional
and State Commissioners may be designated by the Board of Directors and become
advisors to the Board. (Amended September
17, 2000) b) President. The President shall be the Chief Executive officer of the Society and shall have general supervision over its affairs. The President shall preside at all meetings of the Society except meetings of the Board of Directors (unless he/she has also been elected Chairman). He/she shall appoint with the approval of the Board of Directors special administrators including but not limited to the Editor of Craigellachie, Games Coordinator, Historian, Genealogist, Membership Secretary, Corresponding Secretary, and Liaison to Clan Grant Centre in Duthil, all of whom shall serve at the pleasure of the President with no limit on the term which may be served. He/she shall also make such delegations as may be necessary to administer the activities and affairs of the Society and shall perform such other duties as he/she may be directed to perform by the Board of Directors or the Society. Further, he/she shall represent the Society at public functions and shall sign and execute in the name of the Society all legal instruments and other papers proper or necessary for the transaction of the Society's affairs except as such duty and authority is otherwise delegated herein. (Amended September 17, 2000) c) Vice President. The Vice President shall act under the direction of the President. The duties of the President shall, in his/her absence, devolve on the Vice-President. The Vice President shall coordinate the activities of the Regional and State Commissioners and review needed organization thereof. (Amended September 17, 2000) d) Secretary. The Secretary shall act under the direction of the President. He/she shall keep in a proper book fair and correct minutes of all proceedings of the Board of Directors and of the Society. He/she shall give notice of all meetings of the Society, as well as elections and official actions of the Board and its Officers. e) Treasurer. The Treasurer shall act under the direction of the President. The Treasurer shall have custody of all monies of the Society and shall deposit the same in the name of the Society in one or more Federally insured banks and shall disburse the same due by the Society. No member of the Society shall commit the Clan Grant Society, U.S.A., Inc. to any expenditures, directly or indirectly, without the approval of the President and the Board of Directors. The Treasurer shall keep an exact account of receipts and disbursement of monies of the Society and shall submit a written report at each AGM showing current balances and other assets in each of the funds of the Society and his/her receipts and disbursement and the acquisition and disposition of assets in detail since his/her last report. The Treasurer may be required to be bonded at the discretion of the membership with the cost thereof being borne by the Society. f) Regional Officers. The Board may organize the Society into geographical regions each of which shall have a Regional commissioner and/or a Deputy and/or State Commissioners as may be necessary for the efficient administration of the Society. Commissioners may be members of the Board of Directors. (Amended September 17, 2000) g) The Chief. The Chief of the Clan Grant is the titular, hereditary and traditional head of the Clan Grant and all related societies. However, his position in the Society shall be that of an ex-officio non-voting advisor to the Board of Directors. Section 3 - Terms of Office. The terms of officers and Directors shall be four (4) years. These terms shall be begin and end at the time of the respective AGM. There shall be no limit on the number of terms an Officer or Board Member may serve. Officers and Board Members may not hold more than one elected office concurrently. Directors and Officers may resign at any time orally or in writing by notifying the Board of Directors or the President. Section 4 - Emolument. No elected officer or Board Member shall receive an emolument whatever from the Society. However, the Board of Directors may provide for an emolument for very selective non-elective positions when it unanimously determines that it is in the best interest of the Society to so provide. In such cases the Board of Directors must provide in detail the basis and rationale of such an award. The private property of the Directors, Officers or Contributors to the Society shall not be subject to the payment of Society debt to any extent whatever. Section 5 - Elections. A Nominating Committee of not more than five (5) Active Members in good standing shall be named by the President at least 180 days prior to the AGM at which the term of off ice of any member of the Board is to expire. The Nominating Committee shall transmit to the Secretary not later than three months before the AGM one nomination for each of the Offices expiring at the AGM. The Secretary shall give notice of the nominees by publication in the Craigellachie. The slate of Directors must be Active Members in good standing. Any five Active Members may submit a nomination for any elective office. Such nominations shall be transmitted to the Secretary, in writing, not later than 75 days prior to the AGM. All nominations must show the consent of the nominee. On or before sixty (60) days prior to the AGM the Secretary shall mail to each active member a ballot together with a return envelope containing the names of all candidates and the offices for which nominated. All ballots must be received by the Secretary in sealed envelopes, not later than forty-five (45) days prior to the AGM. The Secretary shall indicate on each envelope whether the member is in good standing and shall deliver all envelopes received by him/her unopened to the tellers to be appointed by the President for the particular election. No member shall serve as a teller in any election where he/she served as a member of the nominating committee in that same election. The results of the election shall be presented to the President by the tellers at least 30 days before the AGM. The President shall inform the candidates of the results of the election at least 25 days prior to the AGM. ARTICLE V MEETINGS Section (a) - Annual General Meeting. An AGM of the Society shall be held each calendar year at such time and place as the Board of Directors may designate. When determining the location for the AGM the Board each year shall take into consideration the geographical dispersion of the membership. Special meetings may be held as decided or directed by the Board or by special petition of twelve (12) members in good standing with all twelve signing the requisition. Except in the case of an emergency, the Secretary will give at least ninety (90) days notice of the date, time and place of all members meetings. All notices of meetings will be published in the “Craigellachie”. In the case of an emergency meeting a special meeting may be called by the President and Secretary with less than 90 days notice. In such cases the membership shall be notified individually by mail. The President, or Vice-President, if present, shall preside at all AGMs of the Society and in the absence of the President and/or Vice-President the Secretary shall preside or in the absence of all three the Chairman of the Board shall preside. A quorum at all members meetings shall consist of a minimum of twelve members and a majority of the Officers. Section (b) - Board of Directors Meetings. The Board of Directors shall hold meetings as often as necessary but not less than twice in each calendar year wherever they determine. The venue and mode is at their discretion. The Chairman shall preside at the meetings of the Board of Directors. A quorum f or a Board of Directors meeting shall consist when a majority of the Board is present. Section (c) - Votes. At all meetings of the Society each member shall be entitled to one vote. Members may vote by proxy on any subject specifically mentioned in the notice of the meeting but use of proxies shall be limited to the business of which members have been duly and officially advised. All questions shall be determined by a majority vote by the members voting. Any election of the Board of Directors and officers shall be determined by a plurality of those Active Members voting. All questions requiring a majority vote are subject to notice, subject and content notification requirements. No AGM proceedings may deprive an Active Member of a vote by timely proxy although AGM proceedings may originate subject and content which may occasion the need for subsequent notice and voting. For such proceedings only a majority of the Active Members present is required. The Officers and Board shall act on the subjects proposed by the AGM according to the requirements of these By Laws. (Amended September 17, 2000) ARTICLE VI CRAIGELLACHIE The Society shall publish a Clan quarterly named Craigellachie. Craigellachie shall be used to promote the interests of the Clan, the cultivation of a spirit of kin and fellowship and social intercourse amongst the Society's members. Further Craigellachie shall serve as the official publication of the Society and shall be the primary vehicle for giving the Members official notice of meetings, elections, Board and Officer actions. The President, with the approval of the Board of Directors shall appoint the Editor of Craigellachie who shall be responsible for its publication.
ARTICLE VII AMENDMENT OF BY-LAWS The membership is authorized and empowered to amend, alter, change or repeal these By-Laws and the Certificate of Incorporation. Such action requires a proposal in writing and approved by two-thirds of the Board of Directors before being submitted to the membership at the next Annual General Meeting. Such changes will require a two-thirds majority approval by vote of the members present at the Annual General Meeting. ARTICLE VIII
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