CCSNA Bylaws

BYLAWS
of the

CLAN CAMPBELL SOCIETY (NORTH AMERICA), INC.

A Delaware Non-Profit Corporation

ARTICLE I

NAME

Section 101. This organization shall be known as the Clan Campbell Society (North America), Inc. and shall be referred to as "the Society." The Society was established as an unincorporated association at the Grandfather Mountain Highland Games on July 8, 1972. The first Bylaws were adopted July 14, 1973. The present name was adopted September 4, 1992 in Albany, NY. The Society is incorporated as a private non-stock, non-profit, corporation under the laws of the State of Delaware. It was formed as now constituted on October 27, 2003, and is the successor by merger to a corporation of the same name incorporated on the 2nd day of May 1977 in the State of Colorado, now dissolved.

ARTICLE II

PURPOSE

Section 201. The purposes of this Society are charitable and educational, as stated in the Articles of Incorporation: to educate members of the Society, and the North American public regarding the Clan Campbell, Scots and Scotland; and to carry on and conduct charitable activities consistent therewith, which may be necessary and proper. In furtherance thereof, the energy and resources of the Society shall be directed to the study of Scottish history, genealogy, and culture, and the influence of the Scottish heritage upon North American history and culture; and to promote the goodwill of the Clan Campbell, in particular, and the understanding of the Scots and things Scottish, in general, among the North American public.

ARTICLE III

MEMBERSHIP AND DUES 

Section 301. Membership Categories. The membership categories of this Society shall be: Regular, Life, Associate, and Honorary.

Section 302. Qualifications. 

1. Regular Membership. Shall be available to any person bearing the surname Campbell in any of its various forms and spellings, or the surname of a recognized Sept of the Clan Campbell, or by birthright or descent through paternal or maternal lineage, or by marriage, or to any person who is interested in learning about the Clan Campbell and Scottish history and culture and acknowledges MacCailein Mòr as his/her Clan Chief, upon completion of the designated application and payment of the annual dues as established by the Executive Council. Regular Members in good standing with current dues paid, may vote, hold office, serve on committees and may represent the Society in an official capacity, when so designated by the President.
2. Life Membership. Shall be available to any person qualified for Regular Membership upon completion of the designated application and payment of the Life Membership Dues, as established by the Executive Council. Life Members in good standing with current dues paid, may vote, hold office, serve on committees and may represent the Society in an official capacity, when so designated by the President.
3. Associate Membership. Shall be available to organizations, libraries, and other entities which cannot qualify as Regular Members, but which wish to support the purposes of the Society and receive the Journal. Associate Members shall not vote or be eligible to hold office or serve on Committees, although representatives of Associate Members, who are Regular Members, shall be entitled to all of the privileges and rights of that class of membership.
4. Honorary Membership. The Executive Council may elect to honorary membership any person who has rendered special service to the Society or to Clan Campbell or has otherwise distinguished himself/herself. An Honorary Member may not vote, or hold office in the Society, unless he or she shall also hold another class of membership in the Society entitled to those rights and privileges. He or she may serve on committees and may represent the Society in an official capacity, when so designated by the President.

Section 303. Membership Application. The Application, with initial dues payment, shall be sent directly to the Society. All members of the immediate family (spouse and children under the age of 18) shall be considered members of the Society in the same membership category as the applicant.

Section 304. Establishment of Dues. Dues for Society memberships shall be established by the Executive Council. Dues are payable on an annual basis and are due on the anniversary of membership acceptance into the Society. Existing Life Members shall not be required to pay annual dues. A surviving spouse may request the transfer of the Life Membership upon the death of the named member. No other transfer of life membership shall be permitted. Honorary members shall not be required to pay dues.

Section 305. Rights of Members. All members of the Society shall be entitled and encouraged to attend all activities and proceedings, and shall receive The Journal of The Clan Campbell Society (North America). Full membership privileges are in effect for one full year following application and receipt of dues, or for life in the case of those with Life Membership. Except as expressly provided in or authorized by the Articles of Incorporation, the Bylaws of this Society, or provisions of law, all Members (except for Honorary or Associate Members) shall have the same rights, privileges, restrictions and conditions.

Section 306. Termination and Reinstatement of Membership. A Member who fails to pay the current dues when due will be removed from the roll of members at the direction of the Executive Council. Any former member, whose membership lapsed due to nonpayment of dues, may be reinstated to membership at any time by paying current dues. A membership may be revoked in accordance with Robert's Rules of Order, Revised.

ARTICLE IV

MEETINGS OF MEMBERS 

Section 401. Annual General Meeting. The Annual General Meeting (“AGM”) shall be held in every calendar year at a time and place determined by the Executive Council; provided, however, that a period of at least six months shall elapse between such Annual General Meetings.

Section 402. Special Business Meetings. Special Business Meetings of members may be held at the discretion of the Executive Council or upon the petition of ten percent (10%) or more of the voting members made to the Secretary of the Society, stating the business for which the meeting is called. If held as a result of a petition, the Special Business Meeting shall be convened within ninety (90) days of receipt of the said petition by the Secretary. Business will be limited to only that subject for which the meeting was called.

Section 403. Notice of the Annual General and Special Business Meetings. Notice of Annual General and Special Business Meetings shall be sent by e-mail or bulk mail to each voting member at his/her last known address or email address at least forty-five (45) days prior to the date of such meeting. The notice shall state the subject of the meeting, any proposed amendments to the Bylaws, and the names of all candidates for offices to be filled at the meeting.

Section 404. Quorum. Twenty (20) voting members shall constitute a quorum for the transaction of Society business.

Section 405. Voting. Votes will be counted on a one vote per paid membership basis, as defined by the Bylaws. Any voting member shall be permitted to vote by special written proxy limited to a specific issue or issues. Voting by general proxy shall not be permitted.

Section 406. Special Matters. Matters of an urgent nature may be put to the membership by mail or bulk mail or e-mail ballot, or transmitted by such means as advances in technology shall allow which shall provide increased security, cost effectiveness, and efficiency, stating the proposition and including arguments for and against, if any. A two-thirds (2/3) majority vote of those who respond within thirty (30) days from the postmark or equivalent digital date/time stamp of the mailing of the ballot shall be necessary to pass the proposition.

ARTICLE V

OFFICERS AND EXECUTIVE COUNCIL

Section 501. Officers of the Society. The Officers of the Society shall be the President, Vice President, Secretary, and Treasurer.

Section 502. Trustees of the Society. The business of the Society shall be directed by the Trustees of the Society. There shall be such number of Trustees as the Executive Council shall determine, but no fewer than nine (9) and no more than eighteen (18).

Section 503. Executive Council. There shall be an Executive Council consisting of the Officers of the Society, the Trustees, the Immediate Past President, and the appointed Chairpersons of the standing committees as established by the Executive Council from time to time. The High Commissioner, if one is appointed by MacCailein Mòr, shall be an ex officio member of the Executive Council, having the right to vote only in the event of a tie vote. All other past Presidents shall be ex officio members of the Executive Council. The Officers of the Society and the Trustees shall be elected as hereinafter provided and shall be installed in their respective offices at the Annual General Meeting. The President of the Society shall act as the Chairman of the Executive Council. The Executive Council shall exercise all of the powers and authority granted to the Society by law.

Section 504. Eligibility. Only Clan Campbell members, as defined in Section 302(a or b), at least twenty-one (21) years of age, shall be eligible to hold elective office in the Society.

Section 505. Term of Office. The term of office for elective positions in the Society shall be three (3) years, or until the election of successors at the Annual General Meeting in the third (3rd) year of such term of office. The terms of office of Trustees shall be staggered so that one-third (1/3) of the Trustees will be entering office and one-third (1/3) of the Trustees will be leaving office at each Annual General Meeting. Neither the President, nor the Vice President can succeed himself/herself without the approval of two-thirds (2/3) of the Executive Council. An Officer or Member of the Executive Council may resign at any time by notifying the President in writing. Such resignation shall take effect at the time specified in the resignation.

Section 506. Removal from Office. An Officer or Trustee may be removed from office if he or she has four (4) unexcused absences in a two (2) year period. An Officer or Trustee may be

removed for such other reasons as may seem sufficient to the Executive Council within their sole discretion, upon a vote of three fourths (3/4) of the remaining Executive Council members.

Section 507. Vacancies. When a vacancy occurs in any elective office the remaining members of the Executive Council shall fill the position with a person eligible to hold office. That person shall hold the office until the next Annual General Meeting at which an election can be held pursuant to Sections 509 and 510, to select a person to fill the unexpired term.

Section 508. Duties of Officers and Council Members. 

1. President. The President shall serve as the Chief Executive Officer of the Society and shall be responsible for all functions of the Society. The President shall have authority to act on behalf of and in the name of the Society, always in consultation with the Executive Council and in accordance with these Bylaws. The President shall preside at all General, Business, and Council Meetings. The President shall have discretionary authority to commit the expenditure of up to five hundred dollars ($500.00) from Society funds. Within two weeks of making such a commitment, the President shall notify the Executive Committee of this action.
2. Vice President. The Vice President shall be responsible for all duties assigned by the President. In the absence of the President, the Vice President shall perform the duties of the President, and shall preside at Business and Council Meetings. The Vice President shall also serve as Chairman of the Board of Regional Commissioners (See Art. 805).
3. Secretary. The Secretary shall keep an accurate record of the proceedings of all Business and Council meetings. The Secretary shall send all notices which are required to be sent under these Bylaws. All records of the Secretary remain the property of the Society. The Secretary shall perform such other duties as may be prescribed by the President or the Executive Council and shall see that reports, statements, and other documents required by law are properly maintained and filed.
4. Treasurer. The Treasurer shall be responsible for all duties normally performed by the Treasurer of a non-profit corporation, nevertheless, in accordance with these Bylaws. The Treasurer shall collect and keep an account of all moneys received and expended by the Society, shall provide an annual financial report to the membership, and shall perform such other duties as prescribed by the President or the Executive Council. All funds, books, accounts, and vouchers are the property of the Society and shall at all times be subject to inspection, supervision, and control of the Executive Council.
5. High Commissioner. The High Commissioner is the personal representative of MacCailein Mòr the Hereditary Chief of Clan Campbell, appointed by him and serving at his pleasure. MacCailein Mòr may also select a Deputy High Commissioner to act in the absence of the High Commissioner. All references to the High Commissioner shall apply to either or both.
6. Executive Council. The Executive Council shall act as corporate directors of the Society. The Executive Council is charged with the responsibility of managing and conducting the affairs of the Society, and shall be vested with the powers necessary to accomplish that charge at all times.

Section 509. Nominations. 

1. Appointment. Within thirty (30) days after the Annual General Meeting, or after a vacancy on the Executive Council occurs, the President shall appoint a Nominating Committee from among the voting members of the Society, and designate the Chairman thereof.
2. Committee Members. The Nominating Committee shall consist of the President and at least three (3) but not more than five (5) members. One member of the Nominating Committee shall be chosen from among the current members of the Executive Council. The President shall be an ex officio member having the right to vote only in the event of a tie vote.
3. Executive Council Notification. The Secretary shall be notified in writing by the President of the names and related information of the members of the Nominating Committee at the time of their appointment. The Secretary shall notify the Executive Council of the names and related information of the Nominating Committee within seven (7) days of their appointment by such methods of notification as defined by the Bylaws.
4. Vacancies. The Nominating Committee shall select the nominees for Officers and Trustees whose terms will expire during the coming year, and for any Officers and Trustees positions where such vacancies exist as defined by the Bylaws.
5. Qualifications. The Nominating Committee shall identify, recruit, and nominate qualified and motivated members of the Society who are willing to dedicate themselves to fulfill the requirements of the position for which they are selected. Nominees for the Society Officers and Trustees positions must be willing and able to attend meetings as defined by the Bylaws.
6. Nomination. The Nominating Committee shall nominate one (1) or more persons, but not more than three (3) persons, for each of the offices under consideration. All nominees shall be voting members of the Society. Nomination shall be made by majority affirmative vote of the Nominating Committee.
7. Executive Council Review. The list of persons selected for consideration as nominees by the Nominating Committee must be submitted to the Executive Council for review and consideration of qualifications prior to any public announcement of nominees no later than thirty (30) days prior to the annual Executive Council Meeting. Nominations shall be final unless any nominee is rejected by majority vote of the Executive Council. In the event of such rejection, the Executive Council may make its own nomination by majority vote of the members present or refer the vacant office back to the Nominating Committee.
8. Announcement. Following approval of the nominees by the Executive Council, the Nominating Committee Chairman shall submit the names, biographies and photos of the nominees to the Secretary. Submission by the Nominating Committee Chairman shall occur not more than fifteen (15) days following the Executive Council Meeting. The Secretary shall be responsible for submitting the slate of approved nominees, their associated information, and such other questions or matters upon which a vote of the members shall be required, to the Journal. The Secretary shall conduct such elections as required by the Bylaws.
9. Nomination by Petition. Any fifty (50) voting members can nominate a candidate(s) by submitting a petition signed, in total, by all fifty (50) voting members containing the nomination(s) to the Secretary not less than ninety (90) days prior to the Annual General Meeting.
10. Write-In Candidates. No other nominations shall be considered, except that nothing herein shall be construed to preclude a write-in candidate(s).

Section 510. Elections. Elections of Officers and Trustees shall be only by written or e-mail ballot, bulk mailed or electronically transmitted by such means as advances in technology may provide at least forty-five (45) days prior to the Annual General Meeting to each voting member at his/her last known mailing or email address. The ballot shall include the name(s) of those nominated and a brief biography of each nominee. Provision shall be made for a write-in candidate(s). The ballot may also contain such other questions or matters upon which a vote of the members shall be required. For security of the ballot box, the Secretary shall require the voting member's signature to be returned with the ballot or establish appropriate digital security measures unique to the member. To be counted, ballots must be postmarked or received electronically at least fifteen (15) days prior to the date of the Annual General Meeting.

ARTICLE VI

MEETINGS OF THE EXECUTIVE COUNCIL

Section 601. Meetings. Two (2) meetings of the Executive Council shall be held each year. The first meeting will be held in conjunction with and at the location of the Annual General Meeting. The second meeting will be at a time and place to be determined by the Executive Council. The second meeting may be accomplished by electronic means. The President may call additional meetings of the Executive Council. The Secretary, upon the written request of any five voting members of the Executive Council, may call a meeting of the Executive Council. These called meetings may be held either in person or electronically.

Section 602. Action by Telephone and Correspondence. Executive Council business of an urgent nature may be conducted by telephone or e-mail provided that any action taken be by at least two-thirds (2/3) vote, thereafter confirmed in writing by the Executive Council members voting, within two (2) weeks of the date of the vote. The Executive Council may also act through correspondence, including e-mail, provided that any action taken be by at least two-thirds (2/3) vote. Executive Council members shall have thirty (30) days after the postmark date (or equivalent electronic date/time stamp) of the written request for a vote, to respond to the question put. No vote postmarked or electronically dated thereafter will be counted.

Section 603. Notice of Meetings. Meetings held pursuant to Section 601 shall be upon written notice sent by e-mail, bulk, or first class mail to each Executive Council member, postmarked at least twenty-one (21) days prior to the date of the meeting, stating all known business to be conducted at said meeting. Emergency meetings held without proper notice may be validated by written or e-mail waiver of notice by absent Executive Council members.

Section 604. Quorum. Except for emergency matters, and Executive Council business conducted by telephone, e-mail, and correspondence, the quorum necessary for the council to transact Society business shall be one (1) more than one half (1/2) the number of elected Officers and Trustees.

Section 605. Proxy Voting. Executive Council members shall be permitted to appoint a proxy when given an excused absence from a meeting. Notification of the proxy appointment must be provided to the Secretary, the President and the individual appointed in writing. The proxy may be general or specific in nature as directed by the excused member. If the proxy is specific, then it shall not count toward establishment of a quorum for that meeting, but may be counted when voting on the specific topic or topics. If the proxy is general, then it shall count toward the establishment of a quorum for conducting business at that meeting.

Section 606. Minutes. Minutes of the proceedings of all Executive Council meetings shall be mailed or emailed to each Executive Council member within sixty (60) days after the meeting. Minutes shall be made available to any Society member upon written request to the Secretary.

Section 607. Accounting and Budget. At the Annual General Meeting in each year the Treasurer shall submit a report of the financial condition of the Society, including a statement of assets and liabilities to the Executive Council. Accounting of all transactions for the fiscal year preceding the meeting shall be available to any member requesting a copy. At the same time, the Executive Council shall adopt a budget for the ensuing fiscal year. A copy of the budget shall be made available to any member who shall request it.

ARTICLE VII

COMMITTEES AND APPOINTEES 

Section 701. Standing Committees. The Executive Council may establish standing Committees which shall perform such duties and functions as may be prescribed by the Executive Council. Chairmen and members of the committee shall be appointed by the President within thirty (30) days of the establishment thereof, and shall serve at his/her pleasure. All such Standing Committees shall serve until the expiration of the term of office of the appointing President, or until the business for which the Committees were established has been completed, whichever shall first occur. Ensuing Presidents may re-appoint the Chairmen and members of such Committees. The President shall prepare a list of Standing Committees and their members annually and report that list to the Executive Council.

Section 702. Ad Hoc Committees. Committees of a more temporary nature may be established by the President. The Chairmen and members thereof shall be appointed by the President and shall serve at his/her pleasure, until the expiration of his/her term of office, or until the business for which the Committees were established has been completed, whichever shall first occur. The President shall prepare a list of Ad Hoc Committees and their members annually and report that list to the Executive Council.

Section 703. Appointments. The Executive Council and/or the President may establish appointive positions to aid and assist in the management and operation of the Society. The President shall appoint persons to fill such positions who shall serve at his/her pleasure, until the expiration of his/her term of office, or until the purpose for which the positions were established has been accomplished, whichever first occurs.

ARTICLE VIII

REGIONAL ORGANIZATION

Section 801. Regional Boundaries. To insure proper organization and representation, the Executive Council shall divide the several states, provinces, and territories of North America (United States of America and Canada) into regions at the discretion of the Executive Council. In addition, an "At Large" region will be established to represent all members outside these boundaries.

Section 802. Regional Commissioners. Regional Commissioners shall be appointed by and serve at the pleasure of the President. The Regional Commissioners shall be responsible for Society activities within their respective regions, in accordance with policies of the Society and the direction of the Executive Council.

Section 803. State/Province Commissioners. State/Province Commissioners shall be appointed by the Regional Commissioners, with the concurrence of the Vice President of the Society, to cover individual states/provinces or portions thereof. State/Province Commissioners typically report to the Regional Commissioner governing that state/province. In the absence of a Regional Commissioner, the State/Province Commissioners shall be appointed by and shall report to the Vice President of the Society until such time as a Regional Commissioner is appointed.

Section 804. Deputy Commissioners. Deputy Commissioners (including Conveners) shall be appointed by the State/Province Commissioners, with the concurrence of the Regional Commissioner, to cover specific territories within a state/province (or between states/provinces in the case of border territories). Deputy Commissioners shall report to the State/Province Commissioner in that state/province. Any number of Deputy Commissioners may be appointed by the State/Province Commissioners to handle any local area the State/Province Commissioner wishes. In the absence of a State/Province Commissioner, the Deputy Commissioners shall be appointed by and shall report to the Regional Commissioner until such time as a State/Province Commissioner is appointed.

Section 805. Board of Regional Commissioners. The Regional Commissioners shall constitute the Board of Regional Commissioners. The Vice President shall be the Chairman and Presiding Officer thereof. The Board shall be a study and planning body formed to recommend to the Executive Council projects, policies, and procedures designed to further the purposes of the Society. The Board of Regional Commissioners shall meet on the call of the Vice President.

ARTICLE IX

MISCELLANEOUS

Section 901. Fiscal Year. The fiscal year shall be the calendar year.

Section 902. Parliamentary Authority. Robert's Rules of Order, Revised, shall apply and govern all official Society meetings insofar as they are consistent with the Articles of Incorporation and the Bylaws of the Society.

Section 903. Agenda Items. Any voting member of the Society may propose items for the agenda for any Society meeting. To be included on the agenda, the item must be received by the Secretary at least sixty (60) days prior to the date of the meeting.

Section 904. Compensation to Society Members. No Officer, Trustee, Executive Council member, nor any member of the Society acting by appointment or under the authority of the President or Executive Council of the Society shall receive any compensation, either directly or indirectly, for services as such. However, nothing herein shall be construed to preclude the Society from entering into a contract of employment or for services with a member, or a contract with businesses or entities owned by members, provided that such services or functions are not related to the office or position held by such member, and further provided that negotiations for such services and/or functions are open and competitive, and the services or functions are necessary to the orderly and efficient management of the Society.

Section 905. Bonding. Should the Executive Council so require, the Treasurer and all agents responsible for the receipt, custody, or disbursement of funds or securities of the Society shall be required to obtain a surety bond for the faithful discharge of their duties, in an amount determined by the Executive Council, at the expense of the Society.

Section 906. Signatures. All checks, drafts, and other orders for the payment of money shall require the signature or signatures as may be determined from time to time by the Executive Council. All electronic or digital e-commerce transactions shall be in accordance with such guidelines as may be established from time to time by the Executive Council.

ARTICLE X

AMENDMENTS

Section 1001. Amendments to Bylaws. These Bylaws may be amended at an Annual General or Special Business Meeting, or by mail or e-mail ballot, on appropriate notice as set forth in these Bylaws by a two-thirds (2/3) majority vote of the total ballots cast, provided that the proposed amendment(s) has been included in the notice of the meeting.

Section 1002. Proposals for Amendments. Proposed amendments to these Bylaws may be initiated by the Council or upon the petition of fifty (50) or more voting members.

ARTICLE XI

SPECIAL PROVISIONS

Section 1101. Allegiance. As a Society within the United States of America and Canada, all officers, trustees and appointees of this Society shall at all times obey the laws of the United States and Canada, or if there is a conflict between those laws, then the laws of the country in which he/she resides. These Bylaws shall at all times be construed, to the fullest extent possible, to conform to the laws of the United States and Canada. Should there be a conflict between any of these Bylaws and the law of the United States or Canada, then to the extent of such conflict, the Bylaw shall be invalid in such jurisdiction.

Section 1102. Prohibitions. Those individuals qualifying for membership under the conditions of Article III shall not be prohibited membership because of national origin, ancestry, race, sex, personal beliefs, or life styles.

Section 1103. Political Activity. Officers and members of the Society shall not, in the name of the Society, engage in national or international political activity.

Section 1104. Obligations and Indemnification. No member of this Society shall be personally responsible for the legal or financial obligations of the Society. Every Member of the Executive Council of the Society (“Member”) shall be indemnified against all expenses, including legal fees (reasonably incurred with the approval of the Executive Council), settlement, or judgment amount, arising out of any threatened, pending, or completed legal action, suit, or proceeding in which he or she is or may become a party by reason of being or having been a Member of the Executive Council of the Society, unless such action is brought by or on behalf of the Society and arises out of misconduct of the Member in the performance of his or her duties, or in the case of an action brought by another, arises from the intentional misconduct of the Member or the Member’s gross negligence; Provided, however, that in the case of a settlement, such settlement will have first been approved by the Executive Council.

Section 1105. Dissolution. Should this Society dissolve or disband for any reason, all real and tangible assets remaining after payment, or provision for payment, of all debts and liabilities shall, if possible, be placed in trust against future reinstatement of the Society. Should the Executive Council deem this to be impractical, the Executive Council shall distribute the remaining assets to a non-profit fund, foundation, or corporation organized and operated in either the United States or Canada exclusively for charitable and educational purposes as described in Article II of these Bylaws.

Revisions:

3 September 1992: 

1. Name Changed from the Clan Campbell Society (United States of America) to the Clan Campbell Society (North America).
2. Increased the number of Trustees from nine (9) to ten (10) and revised initial expiration date of Officers and Trustees to conform with the creation of a new Trustee position.

8 July 2005: 

Rescind the entire Bylaws, and adoption of completely revised Bylaws.

2 June 2008: 

Section 509 amended to clarify and further define the Nomination Process of Trustees and Officers of the Society.

24 August 2013: 

Section 508(b) amended to correct article citation from 804 to 805.

Section 601 amended to permit electronic meetings of the Executive Council.

Section 605 amended the definition of Executive Council "Proxy Voting" to include a "General Proxy" and the affects on the establishment of quorums.

CCSNA Bylaws Revised 2013-08-24a.doc