Clan MacLennan USA By-Laws

Article I NAME
Section 100
This organization shall be known as Clan MacLennan USA
Article II OBJECTIVES
Section 200
The organization shall be organized as a non-profit organization under the laws of the United States of America and the State of Florida and shall be strictly nonpolitical and nonsectarian, and shall not exclude persons from activities on the basis of race, color or religion.

Section 201
The organization will promote the interests of Clan MacLennan.  In the Scottish culture, a clan consists of kinsfolk descended from a common ancestor as well as unrelated families with similar surnames and other persons who supported the clan and the clan’s Chief.

Section 202
The organization’s purposes shall be charitable, educational, cultural, and genealogical, namely:
A. The continuation of the family traditions of the Clan MacLennan and septs;
B.  The cultivation of a spirit of kinship and fellowship among all members;
C. The recording and preservation of the history and Heritage of Clan MacLennan and septs;
D.  The collection and preservation of the records, traditions and historical matters regarding the Celtic people in Scotland and elsewhere;
E.  The sponsoring of educational programs regarding the history and culture of the Clan and Scotland;
F.  The assistance of persons eligible for membership in the organization;
G.  The acclaim of the Clan Motto: “Dum Spiro Spero”;
H.  The encouragement of all members to participate in the leadership of the organization;
I.   To apply information and assistance to regional Clan organizations, except to the extent that such assistance might hinder or restrict these              organizations;
J.   Other purposes which the association may adopt from time to time with a majority vote of Annual General Meeting.

Article III MEMBERSHIP

Section 300

The membership categories shall be: Lifetime Member; Adult Member – for those 18 years of age and older; Youth Member – for those ages 5 through 17 years of age (Please note this is a non-voting membership); Honorary Member – for     those persons who are recognized by the Executive Committee as honorary members as an expression of thanks and goodwill.

Section 301
Persons eligible for memberships are:
A.  Persons by birth or marriage bearing the surname MacLennan or variants of these names recognized by the organization;
B.  Persons bearing by birth or marriage the surname of a recognized clan branch or sept;
C. Lineal descendants of persons eligible as members;
D. Persons who by influence on behalf of the organization and expression of good will are from time to time recognized by the Executive Committee as honorary members.

Section 302
Dues for each class of membership of the organization shall be recommended by the Executive Committee for the upcoming year, determined by the membership and are due on or before December 31 of each year.

Section 303
Only paid up members shall be entitled to hold office, vote at meetings or other benefits of membership.

Section 304
Upon these By-Laws coming into effect, members of the former unincorporated organization that purported to operate as Clan MacLennan Association USA Inc. shall be recognized as members in good standing for their remaining term (annual or Lifetime).

Article IV ORGANIZATION

Section 400
Clan members and followers are authorized with the Chiefs’ permission to display the crest of the Chief, a Demi-piper proper within a buckled belt the Chiefs’ coat of arms, but NOT as their own. Members may also display the clan badge and furze.

Section 401
The organization will be governed by an Executive Committee comprised of the officers of the organization and two (2) elected members-at-large.  The Executive Committee will be vested with the general powers needed to conduct and direct the organization in accordance with the law, together with all powers to establish committees and to adopt all required measures for promoting the interests and purposes of the organization.

Section 402
The Executive Committee will conduct its business by meeting, e-mail or phone. All Executive Committee members shall be notified of meetings by e-mail, phone call or by first class mail if no computer access is available.  Notice will also be posted in the organization newsletter and posted on the Clan MacLennan USA website at least thirty (30) days prior to the date of such meeting. The Executive Committee may refer a matter to the full membership for a decision.  A simple majority of those eligible to vote shall be sufficient to constitute an act of the Executive Committee or membership.  A report by the President, Officers and Committee Chairmen shall be made quarterly.

Section 403
All Executive Committee members shall be notified of the Annual General Meeting, or any special membership meetings by e-mail, phone call or by first class mail if no computer access is available.  Notice will also be posted in the organization newsletter and posted on the Clan MacLennan USA website     at least thirty (30) days prior to the date of such meeting. The notice will state all business known to be on the agenda including the names of all candidates for office if known. A notice of the Annual General Meeting will be provided to widely available Scots-American periodicals, such as via COSCA, at least sixty (60) days before the meeting.

Section 404
Any member may propose matters of relevant business not involving changes to the By-Laws at the time of the meeting without prior notice.

Section 405
In addition to regular Executive Committee meetings, at the request of the MacLennan Chief or two (2) Executive Committee members or two (2) organization members, the President shall call an Executive Committee meeting, with proper notice given as provided in Section. 402

Section 406
The Annual General Meeting of the association will usually be held between January and October each year in conjunction with a Scottish event. An Executive Committee meeting will usually be held concurrent with the Annual General Meeting.

Section 407
The fiscal year of the association shall be the calendar year.

Section 408
Conveners sponsor tents to represent the clan and Clan MacLennan USA at Games and events. The Executive Committee shall ensure that policy and guidelines are in place at all times to govern the support, if any, that Clan MacLennan USA will provide.

Section 409
The initial Executive Committee shall be comprised of: David Jones, Interim President; Jennifer Young, responsible for membership activities; and Colleen MacLennan, responsible for Secretary, communications and Newsletter activities. The initial Executive Committee shall make and record such interim appointments as are necessary to effectively conduct the affairs of the organization, such as Treasurer, Youth Coordinator, and annual meting coordinator. This interim group, its responsibilities, and this Section 409 shall all cease automatically upon election of the first slate of Officers and members at large at which time the Executive Committee provisions will come into effect.

Article V OFFICERS

Section 500
Elected officers of the organization will be the President, Vice President, Secretary, Treasurer and Communications Secretary. Ex-officio members of the Executive Committee shall be the past President for one (1) year and the Chief’s Lieutenant.  No member may be elected to, or hold, more than one (1) officer position at any time. At Executive Committee meetings, each officer is entitled to one (1) vote.

Section 501
Officers will be elected by a simple majority vote of the members voting at the Annual General Meeting. Elections will be held each year in which a vacancy is to be filled. Terms will be for two (2) years. If an Officer resigns or becomes incapacitated and unable to fulfill their duties during their elected term, the Executive Committee may appoint another member not at that time serving as an Officer to fill the vacated position on an Interim basis until the next Annual General Meeting election; except that Vice President shall automatically succeed President as provided for in Section 503. The outgoing President will be designated as the honorary past president for one (1) year after completing his or her term.

Section 502
The President shall preside at the Annual General Meeting and Executive Committee meetings, coordinate the activities of the organization, appoint committees and oversee committee chairpersons, and perform all duties as requested at membership meetings and Executive Committee meetings.

Section 503
The Vice President shall preside at Annual General or Executive Committee meetings in the President’s absence, assist the President as required and be willing to automatically succeed as President.

Section 504
The Secretary shall keep accurate minutes of all meetings, poll members, and conduct all ballots.  The Secretary shall take receipt of all Proxy Forms received prior to the Annual General Meeting and all Proxy Forms and their envelopes shall remain sealed until opened in the presence of two or more Executive Committee members.  All Proxy Forms and their envelopes shall be saved as proof of record.  The Secretary shall maintain copies of all committee records.  The Secretary shall file all forms and reports required by the federal, state or other units of government and perform those additional duties as assigned by the President or Executive Committee.  The Secretary shall maintain all records via computer continually updating records and providing both the President and Vice President with updated records on a monthly basis.

Section 505
The Treasurer will maintain all financial records of the organization via computer, recording all transactions and reconciling each bank account monthly. A complete annual report will be presented to the President and circulated to the Executive Committee within thirty (30) days of year-end. Quarterly financial reports, which will include opening balances in each account, sources of income, itemized expense payments, and closing balance, must be made to the Executive Committee via e-mail or first class mail if computer access is not available and to the webmaster for placement onto the Clan MacLennan USA website within thirty (30) days of the end of March, June and September. .

The Treasurer will maintain checking and / or interest bearing accounts for the organization; record all financial transactions using standard accounting procedures, file applicable financial reports to public agencies paying any associated fees and perform other duties as assigned by the President or Executive Committee.  Checks for more than $50 must have two signatures: Treasurer plus any one of President, Vice President, Secretary or Communications Secretary. For additional security, two members of the same family must not sign any check, so if a member of the Treasurer’s family is elected to office, their position will not be authorized to sign checks during their incumbency.

Section 506
The Communications Secretary will coordinate all communications with members, the Chief, other Clan Associations and Scottish Cultural organizations and publications. The Communications Secretary shall always have access to an updated membership roll and mailing list. The Communications Secretary will also assist in the day-to-day operations of the organization and perform other duties as assigned by the president or requested by the Executive Committee.

Article VI VOTING

Section 600
Every member 18 years of age and older who has paid their dues in full and is in good standing with     Clan MacLennan USA is allowed to exercise their voting privileges in person at the Annual General Meeting on all issues including but not limited to those listed on the notice of agenda for the AGM and any issues that may come before the membership for vote.

Section 601
Voting by Proxy shall be allowed at every Annual General Meeting to encourage the participation of the membership nationwide in the decision-    making process of the Clan MacLennan USA organization.  Every member over 18 years of age is allowed to vote by Proxy on all issues that were presented in the agenda.  Ballots will be available on the website 30 days prior to the Annual General Meeting to all members 18 years of age and older in good standing.  The Proxy Ballot will include all issues presented on the agenda and must be printed out off the website or a copy requested from the Secretary and then returned via 1st class mail to the Secretary of Clan MacLennan USA postmarked a minimum of seven days prior to the Annual General Meeting or delivered to the Secretary at least an hour prior to commencement of the annual general meeting. Votes not received prior to the Annual General Meeting for any reason will not be included in the official tally.

Section 602
Voting at annual general meetings and all other meetings shall be by voice; except for officer elections, which shall be by written ballot. Executive Committee voting shall be by voice or e-mail. All decisions of the organization shall require a simple majority of votes cast to carry.

Article VII COMMITTEES AND APPOINTMENTS

Section 700
The Executive Committee shall appoint all committees and appointments of the organization and their term of office shall normally be for a period of one year or less if sooner terminated by the action of the Executive Committee.

Section 701
The Executive Committee shall ensure that an adequate description of duties or terms of reference is established for each committee or appointment, including, but not limited to: budget, reporting, responsibilities, and relationships to others in the organization. The descriptions and reports for each will be part of the Executive Committee minutes, and might additionally be noted in the newsletter and/or posted on the web site at the Executive Committee’s discretion.

Article VIII FINANCES/BUDGET

Section 800
Each Committee / Appointment shall have a budget approved by the Executive Committee governing its activities. The Executive Committee shall be responsible for the annual budget and has the authority to appoint Officers and/or members to assist in its preparation.

Article IX DOCUMENTS AND RECORDS

Section 900
Membership records relating to annual memberships should be retained for a period of two (2) years. Records relating to Lifetime, Senior and Honorary memberships should be permanent, and carried forward with each year’s current membership.

Section 901
Minutes are permanent records. Correspondence should normally be retained for three (3) years then discarded if not of permanent or ongoing value.

Section 902
Bank statements, canceled checks, annual books of account and interim financial reports should be retained for seven (7) years, and then destroyed. The treasurer should retain financial statements and annual financial reports permanently.

Section 903
Minutes, correspondence and financial records are property of the organization not the individual officer. Upon resignation or completion of term of office, the files of Minutes, correspondence and financial records should be sent as soon as practical [generally within thirty (30) days] to the new officer, by courier, expense to be reimbursed by the organization. The thirty (30) days is suggested to allow completion of a reporting cycle such as closing the accounting records for a period, not as a general guideline to delay transferring documents.

Article X AFFILIATION

Section 1000
The Executive Committee is empowered to affiliate the organization with international associations of Scottish Clan Societies, a council of MacLennan Associations, or other groups such as COSCA sharing the organization’s purpose upon the Executive Committee’s approval.

Article XI RULES OF ORDER

Section 1100
The rules contained in the current edition of “Robert’s Rules Of Order” shall govern all organization meetings.

Article XII BY-LAWS

Section 1200
The interim provisions of these By-Laws become effective June 3, 2007; the remaining provisions become effective at the first member meeting when the first slate of officers takes office and the Interim provision automatically cease.  The effective date of amendments to these By-Laws shall be immediate upon approval from any Annual General Meeting.

Article XIII ASSETS

Section 1300
The assets and all records received from the former unincorporated organization that purported to operate as Clan MacLennan Association USA, Inc. will be immediately accepted by the organization upon being transferred.

Article XIV DISSOLUTION

Section 1400
In the event that Clan MacLennan USA. is dissolved, its assets shall be, within thirty (30) days, distributed to a program or organization that promotes either Clan MacLennan and/or dance, music, language and/or athletics of the Scots.