CONSTITUTION AND BY-LAWS
|ARTICLE I NAME||ARTICLE II PURPOSE||ARTICLE III ADDRESS||ARTICLE IV MEMBERSHIP||ARTICLE V ADMINISTRATION||ARTICLE VI ELECTIONS||ARTICLE VII EXECUTIVE BOARD OFFICERS||ARTICLE VIII FINANCES||ARTICLE IX SUBDIVISIONS||ARTICLE X AMENDMENTS||ARTICLE XI DISSOLUTION|
Articles Updated September 14, 2010
ARTICLE I - NAME
The name of the organization shall be CLAN MACKAY SOCIETY USA, INC. hereafter referred to as the SOCIETY.
ARTICLE II - PURPOSE
The Society is founded as a voluntary not-for-profit tax-exempt organization
within the meaning of Section 501 (c) 3 of the United States Internal Revenue
Code. No Income of the Society shall benefit any individual member or group of
members thereof .
The purpose of the Society is to foster and promote good fellowship among descendants of Scots in the USA; to preserve, study and promote the culture, customs, traditions and history of the people of Scotland with particular emphasis on the Clan Mackay (represented by its various spellings) and its various Septs, and branches, to promote genealogical research of the Clan Mackay and to promote the cultural, educational and social well - being of the Clan Mackay and its members.
The Society is organized exclusively for fraternal, social, charitable and educational purposes, including the study and promotion and encouragement of the Scottish Arts including, dance, music, literature, Highland Dress, Athletics, and all other related Scottish customs.
ARTICLE III – ADDRESS
The address, both principal and business address of the Society shall be that of the President.
ARTICLE IV – MEMBERSHIP
Membership in the Society is open without reference to class, color, race, creed, sex, origin, disabilities or age to those whose heritage, interest or genealogy is traced to the Clan Mackay of Scotland and its various Septs (generally known) upon payment of annual dues, the amount of which shall be determined by the Clan Mackay Society USA, Inc. through its Executive Board. Membership categories shall be:
a) Voting rights (Election of officers and changes to bylaws)
1. Annually paid membership
a. Individual or immediate family
b. One vote per membership
c. Immediate family is defined as all family members included on the 1040 form for Income Tax.
d. A reduced rate for seniors may be established by the Executive Board
2. Life-time paid individual membership
3. Life-time paid family membership with survivor.
4. Meritorious membership for an individual
a. The Clan Mackay USA, Inc., with a majority vote of the Executive Board, may confer a Meritorious Membership upon an individual.
b. A Meritorious member has no obligation to pay annual dues for his/her lifetime.
c. Criteria for awarding a Meritorious membership shall be determined by the Executive Board. (In Policies)
b) Non-voting rights
Complimentary membership to organizations and individuals determined by the Board
All members will conduct themselves in an orderly manner at all times when representing the Society. The Executive Board shall have the power to suspend any member whose conduct is detrimental to the best interest of the Society.
No member will use the name of the Society to promote any undertaking in which the Society is not directly interested, without express consent of the Executive Board.
ARTICLE V – ADMINISTRATION
The administration of the Society shall be operated by the Executive Board consisting of the National President, The National Vice-president and Chief of Commissioners (one office), Regional Vice-presidents and Chief Commissioners (the number of which shall be determined by the Executive Board in accordance with responsible geographic boundaries), The National Treasurer, and Recording Secretary, and Immediate Past-President.
The Executive Board shall meet at times and places needed to carry out the Purpose of the Clan Mackay Society USA, using whatever means appropriate to allow the members of the Board to participate. This includes, but is not limited to the use of electronic meetings. A simple majority of the members of the Executive Board shall constitute a quorum, and a simple majority shall pass a motion.
Members of the Executive Board only shall be given notice of the called board meetings. A roll call shall be taken to assure full participation or for the arrangement of a proxy vote on individual issues should the member be unable to attend.
The Annual General Meeting (AGM) and other called meetings of the general membership, if necessary, shall be held at such times and places as determined by the Executive Board, and such meetings shall be announced to the general membership with reasonable prior notice.
ARTICLE VI – ELECTIONS
A. The Officers of the Executive Board shall be elected by simple majority vote of the votes cast by the membership in good standing as of January 1 of the year of the election. The Regional Vice Presidents shall be elected by the membership represented in their region. Family memberships receive one vote, as does each category of voting membership.
B. Elections shall be conducted by mail in January of each year or each succeeding year as appropriate for the term of office described elsewhere in this Article.
C. The National Officer Nominating Committee shall consist of all members of the Executive Board. Nominations may be proposed by any MEMBER of the Society in good standing by December 1 prior to the forthcoming election year.
D. The elections shall be conducted by the National Officers Nominations Committee or its appointees.
E. Eligibility to SERVE as an office-holder shall be determined by the Executive Board.
F. The Executive Board shall make any additional APPOINTMENTS to Office such as Editor of the Banner, Seanachaidh (Historian/Genealogist), Chaplain, Membership, Publicist, Honors and Awards Chair, Commercial Products Chair, Scholarship Fund Trustees, and others deemed appropriate to further the purposes of the Clan Mackay.
G. The Executive Board shall make any appointments to fill the VACANCY of any office for the remainder of the term until such time as elections are held in the forthcoming January.
H. The EXECUTIVE BOARD for GOOD CAUSE, shall dismiss any elected or appointed officer from duty as described by this Constitution who fails to carry out the responsibilities of that office as described, PENDING CONFIRMATION of such dismissal by members in good standing at the time such action is taken, voting by mail. A simple majority of the votes cast is sufficient to confirm such dismissal.
I. Officers may be reelected to serve additional and/or consecutive terms of office.
ARTICLE VII - EXECUTIVE BOARD OFFICERS
The President shall be the Chief Executive Officer of the Society, and shall be elected to serve a term of two years. The President shall be the presiding officer at any attended Clan Mackay USA, Inc. activities.
The President shall make any additional appointments to office (or removal from such appointed office) after Board approval, as deemed necessary to carry out the purposes of the Society. The President shall work closely with the other elected officers of the Society to ensure compliance with the bylaws and responsibilities of each office.
The President shall determine the Agenda for all called meetings of the Board and of the Society, and the President shall serve as the liaison between the Society and other Scottish Clans, Associations and similar organizations.
The national Vice President/Chief of Commissioners shall be elected to a term of two years, such election to take place in alternate years to the election of the President.
As national Vice-president, he/she will perform the same duties as President in the absence of that Officer. Should the office of President become vacant, the Vice President shall assume the title of Acting President until such time as an election to fill the vacancy occurs.
As national Chief of Commissioners, he/she shall determine the role and duties of the Regional Vice-Presidents/Chief of Commissioners and for the commissioners; and he/she shall assist the Regional Vice Presidents/Commissioners in carrying out such duties, providing whatever materials, training or support is necessary, including routine communication with each region.
The national Vice-President/Chief of Commissioners shall also notify Organizers and Officials of Highland Gatherings of the names, addresses, and phone numbers of such commissioners who officially represent the Clan Mackay Society USA.
The national Vice-President/Chief of Commissioners shall prepare and maintain a complete roster of all commissioners (Regional, Games, Assistant and /or Junior) and prepare an annual report of the activities of the commissioners for the Executive Board and the Members in good standing at the AGM (Annual General Meeting), and other times as determined by the Executive Board.
The REGIONAL Vice-Presidents/Chief of Commissioners shall be elected for a term of two years, serving a geographical area determined by the Executive Board using membership population guidelines. Regional Vice-Presidents/Chief of Commissioners shall reside in the region they are elected to.
The Regional Vice-Presidents/Chief of Commissioners shall APPOINT all State, Area, Games Commissioners, Assistant or Junior Commissioners and all others sufficient to further the purposes of the Society on a regional basis at Highland Games, Festivals or other functions where it is deemed appropriate to have representation of the Clan Mackay.
The Regional Vice-President/Chief of Commissioners shall assist the appointed commissioners in carrying out their duties, providing whatever materials, training or support is necessary, as well as overseeing that all financial processes are followed according to the Society’s bylaws. He/she will also routinely communicate with the National Vice-President/Chief of Commissioner, as well as the State and Game Commissioners in his/her region.
The Treasurer shall be the Chief Financial Officer for the Clan Mackay Society, U.S.A., Inc., and elected for a term of two years. The Treasurer shall receive and disburse all funds of the Society; maintain clear and concise financial records of all the Society’s accounts, including preparing annually, and at other times as directed by the Executive Board, a detailed accounting of all financial transactions. The Treasurer will also prepare the annual budget for approval by the Executive Board. Such reports shall be made available to the general membership annually.
The Treasurer will comply with all Federal reporting and filing requirements, including annual filing to maintain our 501 (c) (3) tax exempt status, and ensure a yearly audit OR review of the Society's financial records.
The national Secretary shall be elected for a term of two years, such election to take place in alternate years to the election of the Treasurer. The Secretary shall notify the membership of elections for national office. The Secretary shall maintain all communications between the Executive Board and the Membership. As Secretary, the officer will maintain minutes of called meetings of the Membership and of the Executive Board, and will communicate the same to the Membership as appropriate, or at least annually in the national publication.
ARTICLE VIII – FINANCES
The TREASURER shall receive and disburse all funds and maintain a clear and concise record of all financial transactions. Appointed Commissioners may receive funds, providing suitable receipts, and forwarding those funds to the Treasurer within a week.
Receipts, or copies of actual receipts, with accompanying documentation for the reimbursement of expenses shall be submitted to the treasurer for disposition. The Executive Board shall be the final determiner for the disbursement of funds through approval of the annual budget.
The amount of dues charged for membership shall be determined by the Executive Board.
The Society shall have the power to incorporate, issue non-interest bearing bonds, establish scholarship and trust accounts and charge fees as appropriate for the conducting of financial activities.
ARTICLE IX – SUBDIVISIONS
This Constitution does not limit the organization of groups of Mackays in specific geographical areas from forming their own organizations as a part of the Clan Mackay Society USA.
ARTICLE X – AMENDMENTS
This Constitution and By-Laws may be amended by TWO-THIRDS majority vote of all members of the
EXECUTIVE BOARD at a meeting called for that purpose when RATIFIED within one
year of such action of the Executive Board, by a SIMPLE majority vote of those
votes cast by members in good standing at the time of such action by the
ARTICLE XI – DISSOLUTION
The Society may be dissolved upon a majority vote of TWO-THIRDS of the members in good standing at the time such action is taken. In the event of dissolution, all assets and property of the Society will be distributed to a Mackay Clan or Society that is an IRS 501 (c) 3 organization.
(Final approval by the Executive Board, August 2006)
ARTICLES UPDATE LOG:
September 14, 2010 - To Article IV Membership;
Added " 3. Life-time paid family membership with survivor."
Originally approved by the Executive Board September 30, 2008