Clan Gregor Society - Canada Chapter Bylaws

Article I Name

The name and title of this Chapter shall be “The Clan Gregor Society of Scotland, Canada Chapter ”, hereafter referred to as “Chapter”. It will be a Chapter of the Clan Gregor Society a Worldwide organization based in Scotland and will, at all times, promote the Clan and the Society through ethical and democratic administration of the Chapter.

Article II Objectives

The Canada Chapter will maintain a working relationship with The Clan Gregor Society in Scotland (hereafter referred to as “The Society”) by joining and paying whatever dues and assessments for the Society Members as shall be necessary to maintain such relationship and by adhering to the following Objectives as expressed in the Constitution of the Parent Society.

To assist in the education of young persons being sons and daughters of parents belonging to the Clan Gregor, whether members of the Society or not.
To assist deserving persons of the Clan Gregor by giving aid in cases of exceptional necessity, whether members of the Society or not.
To promote and encourage such conferences, meetings, study tours, talks, film shows, cultural and other events, as will lead to the dissemination of knowledge useful for and conducive to the other Objects of the Society, levying such Admission Charges as may be deemed appropriate.
To provide any information of a specific or general nature, using any medium of communication, regarding Clan Gregor or other Scottish clans or Scottish organizations, as may encourage or facilitate research or any of the other Objects of the Society, whether in Scotland or elsewhere.
To preserve or assist in preserving buildings, monuments, memorials, or articles of any kind, which are of historic interest connected with Clan Gregor or Scotland whether vested in the Society or not.
To promote and establish a centre or centres in Scotland for the preservation and exhibition of such articles as are specified in (f) above, including a research and study library, and to encourage visitors from Scotland and elsewhere to visit the centre.
To purchase or otherwise acquire and to provide articles and commodities of whatsoever nature as have reference or relation to the history and traditions of Clan Gregor Society or Scotland, and to sell such articles or commodities, with the exception of those articles referred to under II (f), provided the proceeds thereof are utilized for the other Objects of the Society.
To preserve or assist in preserving the musical, literary and artistic traditions of Clan Gregor and of Scotland, whether by supporting individuals or groups of musicians or other artists or otherwise.
To promote and encourage events of any nature specifically for the purpose of raising funds for the Society, provided that the funds raised are utilized for the other Objects of the Society.
To promote and disseminate information specific to Gregors in Canada with special emphasis and attention given to contributions made to Canadian history and society by Gregors.

Article III Office

The office of the chapter and its principal place of business shall be located at the home of the current Executive Chairperson or at a site determined by the Council.

Article IV Fiscal Year

The Fiscal Year of the Chapter shall begin on the first day of January in each year.

Article V Membership

Any person of good character shall be eligible for Membership of the Chapter provided that he or she shall agree to full membership of the Society and shall support all the objectives as stated in Article II, and shall meet one or more of the following qualifications:

1. The following are eligible for FULL Membership and are liable to pay the appropriate subscription:

Ladies and gentlemen who bear or assume as a surname the name MacGregor irrespective of how that name is spelt, or any of its variant forms or other surnames of the Clan as recognized by the Council of the Society.
Ladies of the Clan by birth or adoption who, before marriage, bore any name included in (1) above.
Ladies and gentlemen who do not bear on of the names listed in (1) and (2) above, but one of whose ancestors was a member of the Clan.
Ladies and gentlemen who do not bear one of the names referred to above but one of whose ancestors bore one of those names.
The spouse of a person who qualifies as a Full member as above

2. The following may be eligible for ASSOCIATE Membership

Ladies and gentlemen who do not meet any of the qualifications listed in (a) but who are friendly to or supportive of the Clan. They shall have the rights and privileges inherent in Chapter or Society Membership except that they shall have no vote in the affairs of the Chapter or Society.

3. The following may be awarded SPECIAL membership by decision of the Council:

Ladies and gentlemen who do not necessarily meet any of the qualifications listed above but who make significant donations, or have provided a special service to the Society, but they shall have no vote in the affairs of the Society.

4. The following may be awarded HONORARY membership by decision of the Council:

Ladies and gentlemen who are prominent in public life, and whose association with the Society is likely to enhance its ability to pursue its Objects. If they would qualify to be a Full member as defined above, they shall have a vote, but otherwise they shall have no vote in the affairs of the Society.

5. Unless a member specifically objects to the processing of their personal information (as defined by the Data Protection Act 1998, as amended) by computer or otherwise, the Council of the Society shall be entitled to have such information so processed.

6. The final authority in all matters pertaining to membership is the Council of the Society. Applications for membership should be submitted to the Secretary

7. Membership in the Chapter may be revoked for such good and sufficient cause, as presented by the Chapter Council, and determined by a two thirds (2/3) majority vote of the Chapter members in good standing present at a General Meeting provided:

Such member shall have been notified at least thirty (30) days prior to the meeting by registered mail, and
Such member shall have the right to address the Chapter members so assembled before such vote is taken. (If membership in the Chapter is thereupon revoked, it shall in no way affect said member’s membership of the parent Society.)

8. Affliated Member Organizations

(a) An organization whose members have a connection with Clan Gregor, which connection is accepted by the Council as having an historical basis, is eligible to become an Affiliated Member Organization, provided that the Council believes that this will help the Society to achieve its Objects. Applications to become an Affiliated Member Organization should be submitted to the Secretary, for presentation to the Council.

(b) The maximum number of Affiliated Member Organizations at any one time may be agreed at a General Meeting on the recommendation of the Council.

(c) An Affiliated Member Organization shall have all rights and privileges inherent in Society membership as if it were two individual Associated members.

(d) The individual members of an Affiliated Member Organization shall enjoy such rights and privileges inherent in Society membership as may be agreed at a General Meeting on the recommendation of the Council.

(e) The membership of an Affiliated Member Organization may be terminated by a vote at a General Meeting on the recommendation of the Council.

Article VI Subscriptions

The amount of the annual dues shall be such sum as shall be recommended by the Chapter Council from time to time and agreed at the Annual General Meeting of the Chapter. This amount will be in addition to the subscription for Membership of The Society which will be paid through the Chapter to the Parent Society.

For a Member to be considered “in Good Standing”, dues shall be paid on the first day of September, and not later than December 31, in any year which shall then cover the subscription for Membership for the following calendar year.
Any member who is current in payment of annual dues shall be a “Member in Good Standing”, and will hold a current membership card from The Clan Gregor Society, Canada Chapter. A current Membership Card will also be available on request from the Parent Society in Scotland.
Any member who shall be one (1) year in arrears of annual dues shall be deemed to have ceased to be a member. The Chapter may, however, in case of hardship only, vote to grant a membership to a member in arrears.

SUBSCRIPTIONS

All Full and Associate members and Affiliated Member Organizations shall, subject to the provisions of this rule, pay an annual subscription. The Council may, in its absolute discretion, waive the subscription of any member for good cause.
Life membership may be available on the recommendation of the Council.
The amounts of subscriptions, which may vary by age, shall be such sums as shall be recommended by the Council and approved by a General Meeting from time to time.
Subscriptions shall be payable on or before 1 January in each year, but the subscription of any new member admitted after 1 September in any year shall cover his or her subscription for the following year.
Any member who shall be two years in arrears of subscription shall be deemed to have ceased to be a member.

Article VII General Council

There shall be a General Council (hereinafter referred to as “Council”) composed of a minimum of three (3) members of the Chapter which shall determine the policies and shall have the power and the duty to conduct the business and affairs of the Chapter. The Council shall report to the members of the Chapter as required as to the discharge of these duties and, in any case, at the Annual General Meeting.
The Council shall meet as often as is deemed necessary in the interests of the Chapter but not less than twice in each year. Special Meetings of the Council may be called at the discretion of the Executive Chairman and Secretary, or on a requisition signed by any two (2) Members of the Council setting forth the business to be considered. Meetings of Council shall be called by circular, setting forth the Agenda, issued at least fifteen (15) days before the date of the meeting. Where the Secretary has sent out the Notice of Meeting in good faith, non-receipt by some members will not render the meeting unconstitutional. A majority of the members of the Council, but in no case less than three (3) voting members of the Council, shall constitute a quorum, and their action shall be the action of the Council.
The members of the Council shall hold office for a three-year period and one-third (or as near be) shall retire at each Annual General Meeting, but they shall be eligible for re-election. Newly elected members of the Council shall be placed at the bottom of the list and shall serve until they fall due to retire by ordinary rotation. In the event of a vacancy occurring in the Council, the same may be filled by the Council making an interim appointment which must be ratified at the next Annual General Meeting. This procedure will constitute a co-option.
Once the Chapter has a sufficient number of members, the council of the Chapter shall elect, from among its members by competitive vote if necessary, a presiding Chairperson if deemed appropriate, and Executive Chairperson, and Executive Vice-Chairperson, a Secretary, a Treasurer, and, if considered desirable, a Membership Chairperson, and Activities Chairperson, a Fundraising Chairperson, a Newsletter Chairperson and two (2) Stewards, whose duties shall be determined, from time to time by the Council.
If for any cause, should there fail to be an election held at the proper time, the Council members shall continue in their respective duties until their successors shall be duly elected and ratified at a subsequent meeting.
Executive members of the Council are expected to attend meetings with regularity. A Member of the Council who has not attended four consecutive meetings of the Council without good reason shall be deemed to have resigned.
Nominations for election to the Chapter Council must be submitted in writing to the Secretary of the Chapter at least thirty-five (35) full days before the date of the Annual General Meeting. These must be accompanied by the signed agreement of the nominee, and the signature of the proposer and seconder. Nominees, proposers, and seconders must be members, as outlined in Article V a & b1, of the Society in good standing, i.e. fully paid up. The ballots shall be mailed out twenty-five (25) days prior to the Annual General Meeting and must be returned to the Secretary at least five (5) days prior to said meeting. No nominations from the floor shall be entertained.

Article VII Officers, Committees, and Elections

The Chief of the Clan Gregor, as its patron, or his nominee, shall have the right to assume the Chair of any meeting of the Chapter.
The Presiding Chairperson: The Presiding Chairperson shall preside at all General Meetings of the Chapter – except meetings of the Council and may be ex-officio at all others.
Executive Chairperson: He/she shall function as the Chapter’s chief administrative officer and shall hold responsibility for the conduct of the Chapter’s affairs, reporting to the Members of the Chapter at the Annual General Meeting. The Executive Chairperson shall have a casting vote as well as a, deliberative vote, at all Council meetings. He/she may bring to Council for ratification, in consultation with the relevant Chairperson, nominations for membership of the various committees, or, any proposals for any further sub-committees, as he/she may deem necessary to deal with any matter of particular interest or concern to the Chapter. Except as otherwise provided in these By-Laws, he/she shall sign and execute, in the name of the Chapter, all legal instruments and other papers proper or necessary for the transaction of the Chapter’s affairs and shall be authorized to sign or be a co-signator of all cheques authorized by the Council. He/she shall be ex-officio, a member of all committees except the Nominating Committee.
The Vice-Chairperson: The Vice-Chairperson will assume the duties of the Executive Chairperson in his/her absence. At other times he/she shall assist the Chairperson as requested. He/she may represent the Executive Chairperson on any committee, except the Nominating Committee. In the absence of both the Executive Chairperson and the Vice-Chairperson the Chapter Council will elect a chairperson for the meeting.
Secretary: The Secretary shall keep an accurate and permanent record of the proceedings of all meetings of the Chapter and of the Council. The official records shall remain the property of the Chapter. He/she shall perform, also, such duties incident to his/her office and may be prescribed by the Council and shall ascertain that the reports, accounts, and other documents required by law are properly kept and filed.
Treasurer: The Treasurer shall collect and keep account of all monies received and disbursed on behalf of the Chapter; shall deposit sums received in the name of the Chapter and in such depository or depositories as shall be approved by the Council; shall be custodian of any and all securities which may accrue and come into the possession of the Chapter; shall prepare all cheques authorized by the Council, and shall report to the Council, at least annually, on the financial condition of the Chapter. A report and audited Statement of Accounts shall be prepared by the Treasurer in conjunction with at least one Steward each year and presented to the Members of the Chapter at the Annual General Meeting for ratification. When otherwise called upon by the Executive Chairperson and/or the Council, the Treasurer may perform other duties as required. 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 Chapter properties in his/her possession and custody. The funds, books, vouchers, and other records in the hands of the Treasurer shall at all times be subject to inspection, supervision, and control of the Council and it’s Executive.
Membership Chairperson: To encourage membership growth and to assist the officers of the Chapter in developing and maintaining accurate lists of members in various categories.
Activities chairperson: To arrange for Chapter representation at Scottish Games and similar activities, including arrangement for facilities and for personnel to represent the Chapter.
Stewards: Two voting members of the Council that represent the general Chapter Membership at large.
Fundraising Chairperson: To assist the Chapter in raising of funds as required to maintain the Chapter above and beyond monies received from Membership subscriptions.
Newsletter Chairperson: To publish and maintain the newsletter and Webpage, if applicable, as required and requested by the Council. To have the oversight of the Chapter’s Webpage if not the originator of same.

All Executive {named} positions will be elected or re-elected by the Chapter’s Council on an annual basis at the commencement of the first meeting of the New Year.

Article IX Standing Committees

Nominating Committee: To propose members in good standing for election to offices provided for by these By-Laws. This Committee’s report shall be lodged with the Secretary not later than two (2) months prior to the Annual General Meeting and shall be circulated by the Secretary to the members with the call to the Annual Meeting of the Chapter, for mail vote prior to that meeting. The Nominating Committee shall be composed of two (2) persons, at least one of whom shall not be a member of the Council. Any member of the Chapter may be nominated for an Executive office or for a position on the Council as detailed in Article VII (g) via the Nominating Committee. If more than one member is nominated for a position on the Council or there are more nominations to the Council than there are places available, then the membership will be balloted as in Article XI below.

Article X Annual General Meeting

The Annual General Meeting shall be held at such time and place as shall be determined by the Council and not less than thirty (30) days notice thereof given to the members. The Annual General Meeting each year shall be held not more than fifteen (15) and not less than nine (9) months after the previous Annual General Meeting. The Agenda of the Annual General Meeting shall include a Notice of the Meeting, Apologies received, Minutes of the previous Annual General Meeting, a Report by the Executive chairperson on the administration of the Chapter’s affairs since the last Annual General Meeting, a Report by the Treasurer together with an audited Statement of the Accounts of the past year, the Election of Council Members, the appointment of an Auditor and Any Other Notified Business. The Chairperson’s Report and the Statement of Accounts shall be presented to the Members for approval and ratification.

An Extraordinary General Meeting of the Chapter may be called by ten (10) members in good standing or by four (4) members of the Council in response to a particular issue or concern so long as the membership-at-large have been informed of the agenda no less than twenty-eight (28) days prior to the said E.G.M. If the item is of such import as will have a bearing on the membership-at-large then the E.G.M. will conduct a ballot of the membership on the issue or issues at hand.

Five (5) FULL members of the Chapter shall constitute a quorum either in person or by proxy for any General Meeting of the Chapter.

Article XI Voting Procedures

Matters requiring a decision by vote shall be referred to the membership-at-large by mail ballot. The referral shall include a resume and history of the matter in question and a deadline mailing date for the return of the ballot. In the case of the annual election, the results of the mail voting shall be published on paper at the Annual General Meeting. In the case of a special referendum which, in the opinion of the Council, is of such weight as to require an expedient decision, the Secretary and the two Stewards shall be empowered to receive and tally the mail ballots, and the results shall be announced in the next Chapter newsletter. For the purposes of such a vote a majority will be 51% of those who have recorded a valid vote, except in the case of Article V (d) above.

Article XII Amendments

The By-Laws of the Chapter may be amended, revised, or repealed at any Annual General Meeting of the Chapter, provided the membership shall have been provided ballots by mail and notified concerning the proposed changes at least thirty (30) days prior to the date of the meeting. A majority vote of members present at the meeting combined with the result of the mail balloting tally shall be necessary to effect changes in the By-Laws. The changes so agreed must be ratified by the Council of The Clan Gregor Society in Scotland. In the use of mixed ballots [that is, by proxy or in attendance] Council must satisfy itself that within this procedure no individual has voted twice, whether accidentally or otherwise.

Any modification or amendments to the By-Laws must be approved by the Council of The Clan Gregor Society in Scotland before they may be adopted.

Article XIII Conduct of Meetings

The various meetings of the Chapter shall be conducted in keeping with the principles and practices set forth in the New Robert’s Rules of Order (DeVries), 1989.

Article XIV Dissolution

In the event of the dissolution of the Clan Gregor Society of Scotland, Canada Chapter (if applicable) any and all assets of the Chapter remaining after payment of the Chapter’s obligations shall be assigned to:

The Clan Gregor Society

Administrative Office

2 Braehead Alloa

Clacks FK 10 2EW

Scotland

Telephone: 01259-212076

or the current Administrative Office if different.

Article XV Adoption

These By-Laws shall become effective upon adoption in a duly constituted Annual or Special General Meeting of the Chapter with a majority vote of the members. These By-Laws shall then supersede all previous By-Laws ad Amendments.

This Constitution and By-Laws was approved by the Membership at a regular meeting held on (11 August 2012).