Bylaws (2018)
BYLAWS OF CLAN GRANT SOCIETY, USA, INC.
Adopted October 18, 1997
Modified:
October 23, 1999
September 17, 2000
October 12, 2013
August 9, 2014
January 20, 2018
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ARTICLE I NAME
Section 1. 1 The name of the society is Clan Grant Society, USA, Incorporated, hereinafter referred to as the Society. It shall be
strictly non-political, nonsectarian, and nonprofit.
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ARTICLE II OFFICES
Section 2.1 Principal Office. The principal office of the Clan Grant Society, USA, Inc. ("Society") is in the Commonwealth of
Virginia and shall be located in the city of Charlottesville, county of Albemarle. The corporation may have other offices, either
within or outside of the Commonwealth of Virginia, as the Board of Directors may determine or as the affairs of the corporation
may require.
Section 2.2 Registered office. The corporation shall maintain in the Commonwealth of Virginia a registered office, and a
registered agent whose office is identical with the registered office, as required by the Virginia Secretary of State. The registered
office may be, but need not be, identical with the principal office in the state of Virginia, and the address of the registered office
may be changed from time to time by the Board of Directors.
ARTICLE III MEMBERS
Section 3.1 Classes of Members. Membership in the Society shall be open to any person who is lineally descended from the
surname "Grant" or a recognized Clan Grant sept or who is generally interested in or in sympathy with the purposes of the Clan
Grant Society. A member shall be a person of any age with the exception that only persons eighteen years of age or older may
vote on matters brought before the Society's membership The Society shall have two (2) classes of voting members. The
designation of the classes and the quaJification and rights of the members of the classes shall be as follows:
3.1.1 Active Member- a voting member who may hold office or serve on the Board of Directors. An
individual member listed on the rolls as an individual member.
3.1.1.1 Life Member- an Active individual member or Active Family Member who has paid the
necessary dues for lifetime membership or an Active individual member who has attained the age
of eighty (80) years shall be considered life members and shall be exempt from the payment of
annual dues. Members joining at age 80 or later shall pay at least one year of standard dues before attaining lifetime
status.
3.1.1.2 Family Member- a spouse or partner of an individual member will have all the rights
of an individual member to also include the ability to vote and to hold office.
3.1.2 Honored Member- an honored membership may be given to a person who is eligible for
individuaJ membership, or is currently a member, who has given outstanding service to the
Society, or who has distinguished himseUlherselfby his/her contributions to the Society. An
honored member will be listed on the rolls as an honored member. The honored member will
have all privileges of an individual member, but will be exempt from dues;
Any member of the Society may nominate an individual for honored membership by written
recommendation to the Secretary; Honored membership shall be approved by a two•thirds vote of
the Board of Directors.
3.1.3 Complimentary Member - complimentary members are individuals who are heads of the various
worldwide sister societies of the Clan Grant, or are heads of the cadet branches of the Clan Grant. They can also be
libraries and organizations dedicated to disseminating information about the Clan Grant Society USA. Complimentary
members have no voting privileges or other rights enjoyed by active members of the Clan Grant Society, but are only
entitled to electronic copies of the Craigellachie newsletter.
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Section 3.2 Admission as a Member- Approval of membership for a voting member/s is ultimately dependent upon payment of
the requisite membership fee.
Section 3.3 Dues and Assessments. Dues for each class of paying membership, and the date of payment thereof shall be
determined by the Board of Directors. Statements covering dues or assessments owed by the members shall be due and payable
when received. Accounts that become "past due" will be automatically denied access to the Society website members' area and
access to voting privileges, pending payment of membership dues.
Section 3.4 Setting of Dues. The annual dues to the Society shall be established as those in effect at the time of the adoption of
these Bylaws.
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Section 3.5 Voting Rights. Each voting member shall be entitled to one vote on each matter submitted to a vote of the members.
Family memberships provide one vote per spouse or partner.
Section 3.6 Termination of Membership. A member may resign at any time. The Board of Directors shall have the full authority
and discretion to suspend or expel any member for the violation of these Bylaws or any rules and regulations duly adopted by the
Board of Directors of the Society, or by reason of any conduct deemed by the Society to be prejudicial to its best interest. Prior
to suspending or expelling a member, the Board of Directors shall give not less than thirty (30) calendar days prior written notice
of such suspension or expulsion to the member and the reasons therefore and provide to such member a hearing not less than five
( 5) days before the effective date of such suspension or tennination by the Board of Directors. As a safeguard, the member may
request a review of facts and member rebuttal by a random anonymous committee of five (5) members selected by lottery with
majority vote with their recommendations submitted to the Board of Directors for final detennination.
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ARTICLE IV PURPOSE. MISSION. AND USE OF FUNDS
Section 4.1 Purpose and Goals. The purpose of the Society is set forth in its Articles oflncorporation, and from time to time
amended or restated. The Society is organized exclusively for charitable and educational purposes within the meaning of 26
U.S.C. 50l(c)(3) of the Internal Revenue Code. Specifically, the Society is organized to promote the general interest in Clan
Grant and to cultivate a spirit of kinship, fellowship, and friendship among Grants, their descendants, and their septs and
supporters throughout the world. Further, the Society's purpose is to inspire among members the pride and spirit of Scottish
ancestors embodied in their history and ideals, and in athletics, music and dance, to honor our Scottish heritage, and to preserve
and perpetuate the customs and ethics of our forebearers. Additionally, the Society proposes to collect and preserve literary,
historical, and genealogical records and documents and relics relating to the history of Clan Grant, and to sponsor Clan tents and
other presence at Scottish Highland Games, supporting the Clan Grant Centre in Scotland, gatherings, and festivals for education,
and the promotion of public awareness of Clan history and culture.
Section 4.2 Mission. The Society shall develop a mission statement and goals to express its purposes, directions, and objectives,
which shall be approved by the Board of Directors, and reviewed from time to time as circumstances dictate. It shall disseminate
its statement of mission and goals in such manner as the Board of Directors shall determine.
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Section 4.3 Use of Funds. The Society is not formed for financial or pecuniary gain; and no part of the assets, income, or profits
of the Society is distributable to, or inures to the benefit of its directors or officers or any other private person, except to make
payments and distributions in furtherance of the purposes of the Society, as set forth in the Articles of Incorporation and these
bylaws.
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ARTICLE V BOARD OF DIRECTORS
Section 5.1 General Powers. The business and affairs of the Society shall be supervised by its Board of Directors, which shall
exercise in the name and on behalf of the Society all the rights and privileges legally exercisable by the Society as a corporate
entity, except as may otherwise be provided by law, the Articles oflncorporation, or these Bylaws. The Board of Directors, as
the governing body of the Society, shall have the authority to receive, administer, and distribute property on behalf of the Society
in accordance with the provisions set forth in Article IV of these Bylaws.
Section 5.2 Number, Tenure, and Qualifications. Board of Directors will be elected for designated terms. Upon the first meeting
of the Society, October 18, 1997, seven (7) Board members will be elected, four (4) who shall be Officers of the Society and
three (3) who shall be Members at Large, to be elected from the active members in good standing for four ( 4) year staggered
terms, to commence and terminate at the AGM each second year. If necessary to meet the staggered term requirements, selected
positions may be shortened to appropriate terms, followed by elections for the full terms. At the Society AGM, or at any other
appropriate time, the voting members shall elect individuals to serve on the Board of Directors.
Section 5.3 Limited Personal Liability of Directors. No person who is or was a director of the Society, nor such person's heirs,
executors or administrators, shall be personally liable to the Society for monetary damages for breach of fiduciary duty as a
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director, provided, however. that this provision shall not eliminate or limit the liability of any such person: (l) for any breach of a
director's duty of loyalty to the Society; (2) for acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; or as amended from time to time. No repeal or modification of the provisions of this Section 5.3,
either directly or by the adoption of a provision inconsistent with the provisions of this Section, shall adversely affect any right or
protection, as set forth herein, existing in favor of a particular individual at the time of such repeal or modification.
Section 5.4 Annual Meeting. The annual meeting of the Board of Directors shall be held each calendar year at such time and
place as the Board of Directors may designate.
Section 5 .5 Special Meeting. Special meetings of the Board of Directors may be called by the President, or at the request of any
director with the agreement of two-thirds (2/3) of the Board. The President shall fix the place, either within or without the
Commonwealth of Virginia, as the place for holding any special meeting and Directors may attend via conference call.
Section 5.6 Notices. Notice of each annual meeting of the Board of Directors shall be given at least two (2) months prior thereto,
and a notice of any special meeting of the Board of Directors shall be given at least ten (10) business days prior thereto. The
notices provided for in this Section shall be by electronic mail (email), telegram, or written notice delivered personally or by
facsimile or mailed or sent by delivery service to each director at his or her business or home address. If mailed, such notice shall
be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be
given by email, telegram, facsimile, or delivery service, such notice shall be deemed to be delivered when said communication is
delivered. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director
attends a meeting for the sole and express purpose of objecting to the transaction of any business because the meeting was not
lawfully called or convened. The business to be transacted at, or for the purpose of, any special meeting of the Board of
Directors must be specified in the notice of such meeting.
Section 5.7 Quorum and Participation in a Meeting. A majority of the total number of directors in office shall constitute a
quorum for the transaction of business at any meeting of the Board of Directors. The members of the Board of Directors, or any
committee designated by the Board, may participate in a meeting of the Board or of such committee by means of conference
telephone or similar communications equipment by means of which all persons participating in the meeting can hear one another;
and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting. Promptly after each
respective meeting of the Board of Directors, each director shall be furnished a copy of the minutes of such meeting. Robert's
Rules of Order shall govern the interpretation of parliamentary matters at a meeting of the Board, or any committee designated by
the Board.
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Section 5.8 Manner of Acting at a Meeting. Each director shall be entitled to one (1) vote upon any matter properly submitted for
a vote to the Board of Directors. The act of a majority of the directors present and who vote at a meeting at which a quorum is
present shall be the act of the Board of Directors, except as may otherwise be specifically provided by law, by the Articles of
Incorporation, or by these Bylaws. Members of the Board of Directors absent from any meeting shall not be pennitted to vote at
such meeting by written proxies.
Section 5.9 Vacancies. Any vacancy occurring in the Board of Directors at any time for any reason may be filled by the
affirmative vote ofa majority of the remaining directors, so long as the requirements of Section 6.2 are met. An individual
designated to fill a director position shall serve for the unexpired term of his or her predecessor in office,
Section 5.10 Removal. Any or all of the directors may be removed for cause or without cause as follows: (i) "for cause," by vote
of two-thirds of the total number of the directors of the Society; or (ii) "without cause," by vote of six-sevenths of the total
number of the directors of the Society. For purposes of this provision, "cause" shall mean final conviction of a felony,
declaration of unsound mind by court order, adjudication of bankruptcy, non-acceptance of office, conduct prejudicial to the
interest of the Society, a vote of"no confidence," or absence from three (3) or more consecutive meetings of the Board. Removal
of a director shall also constitute removal as an officer of the Society and as a member of all committees of the Board. Voting
members may also request removal of a director by presenting a signed petition of 30 current voting members to the Board of
Directors for consideration.
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Section 5.11 Resignation. A director may resign his or her membership at any time by tendering his or her resignation orally or
in writing to the President. A resignation shall become effective upon the date specified in such notice or, ifno date is specified,
upon receipt of the resignation by the Society at its principal place of business.
ARTICLE VI BOARD POSITIONS
Section 6.1 Number. There shall be a President, Vice-President, Secretary, Treasurer and three (3) Members at Large. Each of
whom shall be elected in accordance with the provisions of this Article.
Section 6.2 Election and Tenn of Office. The President, Vice-President, Secretary, Treasurer and three (3) Members at Large
shall hold office for a term of four ( 4) years or until his or her earlier death. resignation or removal from office in the manner hereinafter provided. The terms shall begin and end at the AGM. There shall be no limit on the number of terms a Board
Member may serve. Board Members may not hold more than one elected position concurrently. Directors may resign by
following the procedure in section 5.11.
Section 6.3 Non-profit Status. No elected or appointed official shall use his position in the Society for personal, or monetary
gain.
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Section 6.4 Duty to Report to Members. Each elected position may submit to the Secretary, an annual written report for the
members to be included into the minutes at the AGM. These reports will be subsequently published for the membership on the
website and in newsletter that directly follows conclusion of the AGM.
Section 6.5 President. The President shall, when present, preside at all meetings of the Board of Directors. The President shall be
the principal executive officer of the Society and shall, in general, perform all the duties, and have all of the authority, specified
in the Articles of Incorporation and Bylaws. The President is to serve as the official representative of the Society, or designate
his/her substitute. He/she shall represent the Society in all activities with other clans, clan societies, and associations. The
President may sign, with the Secretary or any other proper officer thereunto authorized by the Board of Directors. deeds,
mortgages, bonds, contracts, and other instruments which the Board of Directors has authorized to be executed, except in cases
where the signing and execution thereof shall be expressly delegated by the Board of Directors of these Bylaws to some other
officer or agent of the corporation, or shall be required by law to be otherwise signed or executed. The President shall encourage
the Directors of the corporation, as well as other volunteers to use their energies and abilities to advance the purposes of the
Society. The President shall appoint with the approval of the Board of Directors special administrators including but not limited
to the Editor of Craigel/achie, Games Coordinator, Historian, Genealogy Coordinator, Membership Secretary, Corresponding
Secretary, Webmaster and Liaison to the 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.
Section 6.6 Vice-President. The Vice-President shall act under the direction of the President. In the absence of the President or in
the event of his or her death, inability or refusal to act, the Vice-President shall perform the duties of the President, and when so
acting, shall have all the powers of, and be subject to all the restrictions upon, the President. Any Vice-President shall perform
such other duties as may from time to time be assigned to him or her by the President or by the Board of Directors.
Section 6. 7 Secretary. The Secretary shall act under the direction of the President. The Secretary shall keep the minutes of the
proceeding of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in
accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and of the seal, if
any, of the Society and see that the seal is affixed to all documents, the execution of which is duly authorized on behalf of the
Society under its seal; keep a register of the post office address of each member of the Board of Directors. which address shall be
furnished to the Secretary by each director; and in general perform all duties incident to the office of secretary and such other
duties as may from time to time be assigned to him or her by the President or by the Board of Directors. The Secretary shall
serve ex-officio as a member of the Bylaws Committee as it is constituted from time to time.
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Section 6.8 Treasurer. The Treasurer shall act under the direction of the President. The Treasurer shall have charge and custody
of, and be responsible for, all funds of the Society; oversee the receipt of monies due or payable to the Society from any source
whatsoever, and assure the deposit of all such monies in the name of the Society in such banks, trust companies, or other
depositories as selected and approved by the Board of Directors; oversee the disbursement of funds of the Society in accordance
with the directives of the Board of Directors, assuring proper vouchers for such disbursements; and render to the Board of
Directors, at its annual meeting and at such other times as may be requested by the Board of Directors, an account of all the
transactions of the Treasurer and of financial condition of the Society. The Treasurer shall assure compliance with: (i) financial
standards applicable to non-profit organiz.ations, and (ii) applicable federal requirements incident to the Society's tax-exempt
status. Toe Treasurer shall, in general, perform all the duties incident to the office of Treasurer and such other duties as may
from time to time be assigned to him or her by the President or the Board of Directors.
Section 6.9 Members at Large in general, perform all duties as may from time to time be assigned to him or her by the President
or the Board of Directors.
Section 6.10 The Chief. The Chiefofthe 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 6.11 Emolument. No 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.
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Section 6.12 Removal. The Board of Directors may remove any board member, with or without cause, when, in its judgment, the
best interests of the Society will be served thereby.
Section 6.13 Vacancies. A vacancy in any office for any reason may be filled by the Board of Directors.
Section 6.14 Resignation. A board member may resign his or her position by following procedures in 5.1.1 or, in the case of the
resignation of the President. to the Secretary. A resignation shall become effective upon the date specified in such notice, or, if
no date is specified, upon receipt of the resignation.
ARTICLE VII STANDARDS OF CONDUCT
Section 7. I Standards of Conduct. A Board of Director of the Society shall discharge his or her duties as a director, including
duties as a member of a committee: In good faith with the view that good faith must not only be done, but must be manifestly
seen to be done; As fiduciaries to the Society where they may not put themselves in a position where their interests and duties
conflict with the duties that they owe to the Society; With the care an ordinarily prudent person in a like position would exercise
under similar circumstances; and In a manner he or she reasonably believes to be in the best interest of the Society.
Section 7.2 Reliance on Third Parties. In discharging his or her duties, a director is entitled to rely on information, opinions,
reports, or statements, including financial statements and other financial data, if prepared or presented by: One or more directors
of the Society who the director reasonably believes to be reliable and competent in the matters presented; Legal counsel, public
accountants or other persons as to matters the director reasonably believes are within the person's professional or expert
competence; or a committee of the Board of Directors of which the director is not a member, as to matters within its jurisdiction,
if the director reasonably believes the committee merits confidence.
Section 7.3 Bad Faith. A director is not acting in good faith if he or she has knowledge concerning the matter in question that
makes reliance otherwise permitted by Section 7.2 unwarranted.
Section 7.4 No liability. A director is not liable for any action taken, or any failure to take action, as a director, if he or she
performs the duties of his or her office in compliance with the provisions of these Bylaws, or if he or she is immune from suit
under the provisions of the Commonwealth of Virginia.
Section 7.5 Fiduciary. No director shall be deemed to be a fiduciary with respect to the Society or with respect to any property
held or administered by the Society, including, without limitation, property that may be subject to restrictions imposed by the
donor or transferor of such property.
ARTICLE VIII COMMITTEES
Section 8.1 Committees. The Society will have, but is not limited to, the following named committees: Nominating;
Membership; and Bylaws. All committees shall consist of three (3) or more members as designated by the President and
approved by a majority vote of the Board of Directors. The committees shall have charge of such duties as may be assigned to
them by the Board or these Bylaws. shall maintain a permanent record of their actions and proceedings, and shall regularly
submit a report of their actions to the Board, and to the quarterly newsletter as well as the website for members' review.
Interested members may serve on various committees at the Board's discretion. Committees are further tasked with
communicating with other committees to satisfy the daily function of the Society.
Section 8.1, 1 Nominating Committee. The Nominating Committee shall: Have no 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 office of any member
of the Board is to expire. Transmit to the Secretary not later than three (3) months before the AGM one nomination for each of
the Offices expiring at the AGM of the current year.
Section 8. l.2 Bylaws Committee. The Bylaws Committee shall: Be comprised of a Chairman and/or such additional
committee members as may be appointed by the President. Establish, maintain, and revise the Bylaws to adequately comply with
Section 501 ( c )(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. Consider amendments
proposed by the Bylaws Committee, or the Board of Directors. Submit to the Board of Directors for its approval, prior to
circulation, only the amendments it deems to be in the best interest of the Society. An amendment should be considered only
after carefully checking to see if the project or problem can be handled under the existing Bylaws or Society Policies. Proposed
amendments received will be submitted to the Board of Directors as directed by the President. Proposed amendments are to be
prepared in their final form by the Bylaws Chairman and circulated to the Board of Directors at the proper time. Copy
correspondence to the President.
ARTICLE IX NOMINATIONS AND ELECTIONS
Section 9.1 Nominations. Candidates for nomination must be current voting members for at least one year, Any current voting
member and 4 others may nominate a candidate.
Section 9. 1.2 Elections.
9.1.2. l President: Appoints a Nominating Committee from members in good standing and
provides them a list of positions that are expiring. Appoints election Teller(s) from members in
good standing that were not on the Nominating Committee for the current election. Informs the
candidates of the results of the election at least 25 days prior to the AGM.
9.1.2.2 Nominating Committee: 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 t-0 the AGM at which the term of office of any member of the Board is to expire. The Nominating Committee
shall transmit to the Secretary not later than three (3) months before the AGM one nomination for each of the Offices expiring at the AGM of the current year.
9.1.2.3 Secretary: The Secretary shall give notice of the nominees by publication in Craigellachie and/or by mail, or
electronically. On or before sixty (60) days prior to the AGM the Secretary shall provide to each active member a ballot
containing the names of all candidates and the offices for which nominated (family membership receive two (2) ballots,
separately). For members without email the ballot shall be mailed together with a return envelope. The Secretary shall
indicate on each email or envelope whether the member is in good standing and shall deliver all ballots received by him/her
unopened to the Tellers to be appointed by the President for the particular election.
9.1.2.4 Nominees: The slate of Nominees must be Active Members in good standing. Any five (5)
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.
9.1.2.5 Ballots: Ballots will be sent to members by the Secretary sixty (60) days pnor to the AGM
for completion and return to the Secretary. All Ballots must be received by the Secretary in sealed
envelopes or by email, not later than forty-five (45) days prior to the AGM.
9.1.2.6 Teller(s): Appointed by the President. 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. Tabulate the
results of the election, keeping record of the number of votes for each candidate. Present the
results of the election to the President at least thirty (30) days before the AGM.
Section 9.1.3 Special Elections. In the case ofan elected position becoming vacated for any
reason, the remaining members of the Board of Directors may call for a special election by
a two-thirds vote. Elections under this Section should use a ninety (90) day timeline to fill critical
positions - such as President, Secretary, and Treasurer, but a one hundred eighty (180) day
timeline for Vice-President or any Director-at-Large.
ARTICLE X MEETINGS OF THE CORPORATION
Section 10.1 Annual General Meeting.
I 0. I.I Regular AGM Sessions: An AGM of the Society shall be held each calendar year at such time and place as the Board
of Directors may designate. The purpose will be to transact business including annual reports of all officers and the Board of
Directors on the activities and financial condition of the Society, and other matters specified in the notice of the meeting and
other business as shall be properly brought before the meeting.
10.1.2 Special/Emergency AGM Sessions: Special meetings may be held as decided or directed by the Board of Directors or
by special petition of twelve (12) members in good standing with all twelve signing the requisition. In the case of an
emergency meeting a special meeting may be called by the President and Secretary with less than ninety (90) days notice.
I 0.1.3 Meeting Notifications: Except in the case of an emergency, the Secretary will give at least ninety (90) days notice of
the date, time, and place of membership meetings. All notices of meetings will be published in Craigellachie and/or by
mail, or electronically. In the case ofan emergency meeting, the membership shall be notified individually by mail or email.
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10.1.4 Attendance: 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. A quorum at all membership meetings shall consist of a
minimum of twelve (12) members and a majority of the Board of Directors. Attendance may be by electronic means.
Section I 0.2 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 detennine. The venue and mode is at their discretion. The President shall preside at
the meetings of the Board of Directors. A quorum for a Board of Directors meeting shall exist when a majority is present.
Section 10.3 Votes. At all meetings of the Society each member shall be entitled to one vote. All questions shall be determined
by a majority vote by the members voting. Any election of the Board of Directors 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. The Board of Directors shall act on the subjects proposed by the AGM according to the requirements of these
Bylaws.
Section 10.4 Quorum: A quorum will be twelve (12) members present at the AGM and a majority of the Board of Directors,
whether in person, or by electronic participation. A majority of the total number of the Board of Directors shall constitute a
quorum for the transaction of business at any meeting of the Board of Directors as stated in Article 5. 7.
ARTICLE XI CRAIGELLACHIE
Section 11.1 The Society shall publish a Clan quarterly newsletter named Craigellachie. Craigel/achie 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 of Directors 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 XII BUDGET
Section 12.1 The Board of Directors shall approve an annual budget for the effective conduct of the Society's financial
transactions and the President shall carry out these transactions as directed by the approved budget. The Treasurer shall oversee
these transactions.
ARTICLE XIII THE WEBSITE
Section 13.1 The Official Website. The official website for the Society shall be https://\.V\.VW.c langrant-us.org.
Section 13.2 The Website Communication. The official website will be a venue for communicating Society activities with the
membership and include, but not limited to: The quarterly publication; Minutes of the AGM and any Special Meetings;
Educating the membership and the general public about Society, Scottish heritage and culture, the Scottish Clans, Genealogy of
Grants, legends and lore, celebrating our famous Grant athletes, musicians, dancers, authors, and other appropriate topics; and
The web page will be a site for merchandise sales and renewal of membership.
Section 13.3 Additions and Changes to the Website. The responsibility of the website will be up to the Webmaster. At no time
will the website be out of date as to the current newsletter, upcoming elections, upcoming Clan activities, current officers,
directors, committees and chairs and commissioners. The Webmaster may enlist the help of assistants to maintain the web site.
ARTICLE XIV HIGHLAND GAMES AND CLAN TENTS
Section 14.1 Representation of the Society at Clan Tents. Representation of Clan Grant with tents at Highland Games, gatherings
and festivals is highly encouraged. The President or the Board of Directors may designate interested current voting members to
man a Clan tent; The Society will budget monies to help finance Clan tents; The Society will provide guidance for running a Clan
tent via the website; The Society will provide all necessary forms for enrolling new members; and There shall be no commercial
or business activity at Clan tents wherein any member, officer, director inures a personal monetary benefit.
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ARTICLE XV DISSOLUTION
Section 15.1 Archiving of Society Records. The Board of Directors shall provide for the archiving of the records and papers of
the corporation in case of dissolution. Proprietorship shall be established with any organization chosen to archive the documents.
Section 15.2 Remaining Assets. Upon the dissolution of this organization, assets shall be distributed for one or more exempt
purposes to a Scottish Society or other educational organization whose aims or purposes are in keeping with those of the Society,
as the Board of Directors sees fit, within the meaning of Section 501 ( c )(3) of the Internal Revenue Code, or corresponding
section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a
public purpose.
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ARTICLE XVI AMENDMENT OF BY-LAWS
Section 16.1 The membership is authorized and empowered to amend, alter, change or repeal these By-Laws and the Articles of
Incorporation. Such action requires a proposal in writing and approval by two-thirds of the Board of Directors before being
submitted to the membership at the next Annual General Meeting or through Craige//achie and/or by mail, or electronically.
Such changes will require a two-thirds majority approval by vote of the members responding.
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