CLAN MACFARLANE WORLDWIDE, INC.
Effective 11 September, 2010
Amended 8 February, 2012
Amended 12 September, 2013
Amended 12 September, 2014
Amended 12 September, 2017
ARTICLE I. OFFICES
Section 1.1 Principal Office. The principal office of Clan MacFarlane Worldwide, Inc. (“CMW”) is in the state of Kansas and shall be located in the city of Lawrence, county of Douglas. The corporation may have other offices, either within or outside of the state of Kansas, as the Board of Directors may determine or as the affairs of the corporation may require.
Section 1.2 Registered Office. The corporation shall maintain in the state of Kansas a registered office, and a registered agent whose office is identical with the registered office, as required by the Kansas Secretary of State. The registered office may be, but need not be, identical with the principal office in the state of Kansas, and the address of the registered office may be changed from time to time by the Board of Directors.
ARTICLE II. PURPOSE and GOALS, MISSION, AND USE OF FUNDS
Section 2.1 Purpose and Goals. The purpose of Clan MacFarlane Worldwide, Inc., is set forth in its Articles of Incorporation, as from time to time amended or restated. Namely, CMW is organized exclusively for, charitable, and educational purposes within the meaning of 26 U.S.C. §501(c)(3) of the Internal Revenue Code. Specifically, CMW is organized to promote the general interest in Clan MacFarlane and to cultivate a spirit of kinship, fellowship, and friendship among MacFarlanes, their descendants, and their septs throughout the world. Further, CMW’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 forbearers. Additionally CMW proposes, to collect and preserve literary, historical, and genealogical records and documents and relics relating to the history of Clan MacFarlane, and to sponsor Clan tents and other presence at Scottish Highland Games, gatherings, and festivals for education and promotion of public awareness of Clan history and culture.
Section 2.2 Mission. CMW shall develop a mission statement and goals to express its purposes, direction, 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.
Section 2.3 Use of Funds. CMW is not formed for financial or pecuniary gain; and no part of the assets, income, or profits of CMW 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 CMW, as set forth in the Articles of Incorporation and Section 2.1 and 2.2 above.
Article III. MEMBERS
Section 3.1 Classes of Members. A member shall be a person eighteen years of age or older, bearing the surname MacFarlane in any of its various forms or spellings or of any of the family sept names of Clan MacFarlane, by birthright or descent from paternal or maternal lineage, by marriage, or adoption. CMW shall have seven (7) classes of members. The designation of the classes and the qualification and rights of the members of the classes shall be as follows:
3.1.1 Fellow – a non-voting member with limited access to CMW information on the official website, but otherwise recognized as a participating member and encouraged to participate in CMW activities while abiding by CMW Bylaws. A Fellow may not hold office. A fellow will be listed on the rolls as a fellow member.
3.1.2 Individual Member – a voting member who may hold office or serve on the Board of Directors. An individual member will be listed on the rolls as an individual member.
3.1.3 Honored Member – an honored membership may be given to a person who is eligible for individual membership, or is currently a member, who has given outstanding service to CMW, or who has distinguished himself/herself by his/her contributions to CMW. An honored member will be listed on the rolls as an honored member.
(1) The honored member will have all privileges of an individual member, but will be exempt from dues;
(2) Any member of CMW may nominate an individual for honored membership by written recommendation to the Secretary;
(3) Honored membership shall be approved by a two-thirds vote of the eligible voting members at the Annual Membership Meeting.
3.1.4 Family Member – a spouse of an individual member will have all the rights of an individual member to also include the ability to vote and to hold office.
3.1.5 Founding Member – a voting member with all the same rights as an individual member, but designated by title as a founder of CMW. A founding member will be listed on the roll as a founding member. Founding members are those members who enrolled between July 4, 2010 and September 15, 2011.
3.1.6 Junior Member -- a person under the age of eighteen who is otherwise qualified for individual membership. He/she must be sponsored by an active member. He/she may not vote or hold office; however a junior member may serve in an advisory capacity and may serve on committees. A junior member will be listed on the rolls as a junior member.
3.1.7 Associate Member -- a person who does not meet the requirements for individual membership, but is interested in the furtherance of the purposes, ideals, and goals of CMW. The associate member may not vote or hold office, however he/she may serve in an advisory capacity and may serve on committees. An associate member will be listed on the rolls as an associate member.
Section 3.2 Admission as a Member – Membership is not automatic. Approval of membership for a voting member/s is dependent upon Board of Directors’ approval and payment of the requisite membership fee as established, from time to time by the Board of Directors. However, membership shall not be denied for any reason other than those stated herein.
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 CMW website members’ area, pending payment of membership dues. Paying memberships will revert to “fellow” membership level until such time that the membership has been paid.
Section 3.4 Setting of Dues. The amount of annual dues will be set by the Board of Directors.
Section 3.5 Dues Schedule.
(i) Fellow membership – free
(ii) Individual membership--$20.00 annually
(iii) Family membership--$30.00 annually
(iv) Junior membership--$10.00 annually
(v) Associate membership--$20.00 annually
Section 3.6 Termination of Membership. A member may resign at any time. The Board of Directors shall have 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 CMW or by reason of any conduct deemed by CMW 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 termination 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 a majority vote with their recommendations submitted to the Board of Directors for final determination.
Section 3.7 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.
Section 3.8 Annual Meeting of Members. An annual meeting of the members of CMW shall be held on such date and at such place as may be determined by the voting members in attendance personally or electronically at the Annual Membership Meeting (the “AMM”). The business to be transacted at such meeting shall be the annual report of all officers and the Board of Directors on the activities and financial condition of CMW, and other matters specified in the notice of the meeting and such other business as shall be properly brought before the meeting.
Section 3.9 Place of Meetings. The members shall designate any place, either within or without the State of Kansas, as the place of meeting for the Annual Membership Meeting by vote, completed during each Annual Membership Meeting. Place of the annual Membership Meetings shall be determined two (2) years in advance of each meeting.
Section 3.10 Notice of Meetings; Waiver.
Section 3.10.1 Notice. Notice of the date, time and place of each annual and special meeting of members and, in the case of a special meeting, a description of the purpose or purposes for which the meeting is called, shall be given no fewer than ten (10) days nor more than two (2) months before the date of the meeting
Section 3.10.2 Waiver. A member may waive any notice required by law, or the Articles of Incorporation of these Bylaws before or after the date and time stated in such notice. Except as provided in the next sentence, the waiver must be in writing, signed by the member entitled to the notice, and delivered to the Secretary for CMW for inclusion in the minutes or filing with the corporate records. A member’s attendance at a meeting: (1) waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting (or promptly upon arrival) objects to holding the meeting or transacting business at the meeting; and (2) waived objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented.
Section 3.11 Record Date. The Board of Directors shall fix as the record date for the determination of members entitled to notice of a members’ meeting, to demand a special meeting, to vote or to take any other action, a date not more than seventy (70) days before the meeting or action requiring a determination of members. If the Board of Directors fails to fix a record date for any meeting of members, members of record on the close of business on the business day next preceding the day on which notice is given shall be entitled to notice and members of record on the date of the meeting who are otherwise eligible to vote shall be entitled to vote. A record date fixed for a members’ meeting is effective for any adjournment of such meeting unless the Board of Directors fixes a new record date, which it must do if the meeting is adjourned to a date more than four (4) months after the date fixed for the original meeting.
Section 3.12 Members’ List. After the record date for a meeting has been fixed, CMW shall prepare an alphabetical list of the names of all voting members, ensuring all minors’ names excluded. Such list shall be arranged and shall show the mailing address and email address of each member entitled to cast. The list of voting members shall be available for inspection by any member, beginning two (2) business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at CMW’s principal office or at a place identified in the meeting notice in the city where the meeting will be held. A member, his agent or attorney is entitled, on written demand to inspect and, to copy the list, during regular business hours and at his/her own expense, during the period it is available for inspection. CMW shall make the list of voting members available at the Annual Membership Meeting, and any member, his agent or attorney shall be entitled to inspect the list at any time during the meeting or any adjournment thereof. If a voting member wishes to copy the list, he or she must comply with K.S.A. §17-6510 providing, among other things, that the demand for copying must be for a proper purpose. The voting members’ list shall not be sold for commercial or advertising purposes by CMW or any member.
Section 3.13 Quorum; Adjournment. Once a member is represented for any purpose at a meeting, the member is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting. A quorum is defined by Article XI, Sec. 4 of these Bylaws.
Section 3.14 Voting. Unless otherwise provided by the Articles of Incorporation, each voting member is entitled to one vote on each matter put to the members. If a quorum exists, approval of action on a matter (other than the election of directors) by a voting group entitled to vote thereon is met if the majority of votes cast within the voting group, favor the action. Unless otherwise provided in the Articles of Incorporation, directors are elected by a plurality of the votes cast by the members entitled to vote in the election at a meeting at which a quorum is present. Voting may be cast via mailed ballot, electronically, or by proxy
Section 3.15 Proxies. Pursuant to K.S.A. § 17-6502, members may vote by proxy. A member may grant such authority to another person or persons by:
3.15.1 Execution. Executing a writing authorizing another person or persons to act for such member as proxy; and
3.15.2 Transmittal. Transmitting the proxy or authorizing the transmission of a telegram, cablegram, or other means of electronic transmission, to the person who will be the holder of the proxy to receive the transmission.
Section 3.16 Presiding Officer and Secretary. Meetings of the voting members shall be presided over by a Chair or if the Chair is not present or if CMW shall not have a Chair, by the President, or if neither the Chair nor the President is present, by a Chair chosen by a majority of the members entitled to vote at such meeting. The Secretary or, in the Secretary’s absence, an Assistant Secretary shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, a majority of the members entitled to vote at such meeting shall choose any person present to act as a secretary of the meeting.
ARTICLE IV. BOARD OF DIRECTORS
Section 4.1 General Powers. The business and affairs of CMW shall be supervised by its Board of Directors, which shall exercise in the name of and on behalf of CMW all of the rights and privileges legally exercisable by CMW as a corporate entity, except as may otherwise be provided by law, the Articles of Incorporation, or these Bylaws. The Board of Directors, as the governing body of CMW, shall have the authority to receive, administer, and distribute property on behalf of CMW in accordance with the provisions set forth in Article II of these Bylaws.
Section 4.2 Number, Tenure, and Qualifications. Board of Directors will be elected for designated terms. Upon the first meeting of CMW, September 2010, 9 Board members will be elected. 3 members shall serve for one year, 3 members shall serve for 2 years, and 3 members shall serve for 3 years. Thus, starting the natural rotation of Board members by election held every year from August 11 to September 11. 3 Board of Directors shall be elected to a term of 3 years.
At the CMW annual meeting, or at any other appropriate time, the voting members shall elect individuals to serve on the Board of Directors. The term of office of any new director, shall commence January 1st following his or her election and shall end on December 31st following the end of their term full year on the board. The term of a first-term incumbent who is re-elected shall begin immediately following the end of his or her initial term and end on December 31st following a subsequent 3-year term. A consecutive-term incumbent (or former) director shall not be re-elected as a director until after expiration of one year following his or her immediately preceding consecutive terms of office.
Section 4.3 Limited Personal Liability of Directors. No person who is or was a director of CMW, nor such person’s heirs, executors or administrators, shall be personally liable to CMW for monetary damages for breach of fiduciary duty as a director; provided, however, that this provision shall not eliminate or limit the liability of any such person: (1) for any breach of a director’s duty of loyalty to CMW; (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 4.3, 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 4.4 Annual Meeting. The annual meeting of the Board of Directors shall be held in January. The election of the executives for the new year shall be completed during the Board’s annual meeting.
Section 4.5 Special Meeting. Special meetings of the Board of Directors may be called by the Chair of the Board of Directors, the President, or at the request of any director with the agreement of two-thirds (2/3) of the Board. The Chair shall fix the place, either within or without the State of Kansas, as the place for holding any special meeting and Directors may attend via conference call.
Section 4.6 Notices. Notice of each annual meeting shall be given at least two (2) months prior thereto, and a notice of any special meeting 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 Federal Express or United Parcel 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, Federal Express or United Parcel 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 4.7 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.
Section 4.8 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 permitted to vote at such meeting by written proxies.
Section 4.9 Vacancies. Any vacancy occurring in the Board of Directors at any time for any reason may be filled by the affirmative vote of a majority of the remaining Directors, so long as the requirements of Section 5.2 are met. An individual designated to fill a director position shall serve for the unexpired term of his or her predecessor in office, or, if there is no predecessor, until the next election of Directors.
Section 4.10 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 CMW; or (ii) “without cause,” by vote of eight-ninths of the total number of the Directors of CMW. 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 CMW, 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 CMW 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 20 current voting members to the Board of Directors for consideration.
Section 4.11 Resignation. A director may resign his or her membership at any time by tendering his or her resignation in writing to the Chair of the Board of Directors. A resignation shall become effective upon the date specified in such notice or, if no date is specified, upon receipt of the resignation by CMW at its principal place of business.
ARTICLE V. OFFICERS
Section 5.1 Number There shall be a President, Vice-President, Secretary and Treasurer of the Board of Directors, each of whom shall be elected in accordance with the provisions of this Article. The Board may also elect such other officers and assistant officers as the Board may deem necessary or appropriate.
Section 5.2 Election and Term of Office. The President, Vice-President, Secretary and Treasurer shall be elected annually by the Board from among its membership at its annual meeting. The President, Vice-President, Secretary and Treasurer shall hold office for a term of one (1) year or until his or her earlier death, resignation or removal from office in the manner hereinafter provided. The President, Vice-President, Secretary and Treasurer may not immediately succeed himself or herself in the same office for more than one (1) succeeding term. Accordingly, such officer may not serve in such office for more than two (2) consecutive terms, with partial terms being disregarded for this purpose. Terms will commence in January following an election and will end 31 December of the same year.
Section 5.3 Non-profit Status. No elected or appointed official shall use his position in Clan Macfarlane Worldwide for personal, or monetary gain.
Section 5.4 Duty to Report to Members. Each elected officer will submit to the Secretary, an annual written report for the members to be included into the minutes at the AMM. These reports will be subsequently published for the membership on the website and in newsletter that directly follows conclusion of the AMM.
Section 5.5 President. The President shall, when present, preside as the Chair at all meetings of the Board of Directors and the Executive Committee. The President shall be the principal executive officer of CMW and shall, in general, perform all of the duties, and have all of the authority, specified in such Position Description as the Board of Directors may adopt from time to time. The President is to serve as the official representative of the Clan MacFarlane Worldwide, Inc., or designate his/her substitute. He/she shall represent CMW 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 CMW. To this end, the President shall recommend Delegates to the Board of Directors for their approval.
Section 5.6 Vice-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 Chair. 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 5.7 Secretary. 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 CMW and see that the seal is affixed to all documents, the execution of which is duly authorized on behalf of CMW 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. The secretary shall be responsible for providing an accurate membership list for review at Annual Membership Meetings.
Section 5.8 Treasurer. The Treasurer shall have charge and custody of, and be responsible for, all funds and of CMW; oversee the receipt of moneys due or payable to CMW from any source whatsoever, and assure the deposit all such monies in the name of CMW in such banks, trust companies, or other depositories as selected and approved by the Board of Directors; oversee the disbursement of funds of CMW 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 CMW. The Treasurer shall serve, ex-officio, as a member of the Fiscal Committee of CMW, but shall not serve as its chair. The Treasurer shall assure compliance with: (i) financial standards applicable to non-profit organizations, and (ii) applicable federal requirements incident to CMW’s tax-exempt status. The Treasurer shall, in general, perform all of 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 5.9 Removal. Any Board member removed from office pursuant to Secton 4.10 shall be automatically removed as an officer. The Board of Directors may remove any officer, with or without cause, when, in its judgment, the best interests of CMW will be served thereby.
Section 5.10 Vacancies. A vacancy in any office for any reason may be filled by the Board of Directors.
Section 5.11 Resignation. An officer may resign his or her office at any time by tendering a resignation in writing to the Chair or, in the case of the resignation of the Chair, 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 VI. STANDARDS OF CONDUCT
Section 6.1 Standards of Conduct. A director or an officer of CMW shall discharge his or her duties as a director or as an officer, including duties as a member of a committee:
(a) In good faith with the view that good faith must not only be done, but must be manifestly seen to be done;
(b) As fiduciaries to CMW where they may not put themselves in a position where their interests and duties conflict with the duties that they owe to CMW;
(c) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(d) In a manner he or she reasonably believes to be in the best interest of CMW.
Section 6.2 Reliance on Third Parties. In discharging his or her duties, a director or officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
(a) One or more officers of CMW who the director or officer reasonably believes to be reliable and competent in the matters presented;
(b) Legal counsel, public accountants or other persons as to matters the director or officer reasonably believes are within the person’s professional or expert competence; or
(c) A committee of the Board of Directors of which the director or officer is not a member, as to matters within its jurisdiction, if the director reasonably believes the committee merits confidence.
Section 6.3 Bad Faith. A director or officer is not acting in good faith if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted by Section 6.2 unwarranted.
Section 6.4 No Liability. A director or officer is not liable for any action taken, or any failure to take action, as a director or officer, 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 K.S.A. § 17-6305.
Section 6.5 Fiduciary. No director or officer shall be deemed to be a fiduciary with respect to CMW or with respect to any property held or administered by CMW, including, without limitation, property that may be subject to restrictions imposed by the donor or transferor of such property.
VII. EXECUTIVE COMMITTEE
Section 7.1 Membership. The Executive Committee shall consist of the President, Vice-President, Secretary, and Treasurer.
Section 7.2 Authority. The Executive Committee, when the Board of Directors is not in session, shall have and may exercise all authority of the Board of Directors except to the extent, if any, that such authority shall be limited by these Bylaws. However, the Executive
Committee shall not have the authority of the Board of Directors with respect to filling any vacancy on the Board; the appointment or the termination of a President of the Corporation; amending or repealing any resolution of the Board of Directors which by its express terms is not so amendable or repealable; amending or repealing the Bylaws of the Corporation; adopting a plan of merger or consolidation; selling, leasing, or otherwise disposing of all or substantially all the property and assets of the Corporation, other than in the usual and regular course of its business; or voluntarily dissolving the Corporation or revoking a voluntary dissolution.
Section 7.3 Meetings. Regular meetings of the Executive Committee may be held at such times and places as the Executive Committee may from time to time fix by resolution, upon not less than two (2) weeks’ notice.
Section 7.4 Quorum. A majority of the voting members of the Executive Committee shall constitute a quorum for the transaction of business at any meeting hereof. Action of the Executive Committee must be authorized by the affirmative vote of a majority of all voting members at a meeting at which a quorum is present.
Section 7.5 Procedure. The Executive Committee may fix its own rules of procedure, provided such rules are not inconsistent with these Bylaws. The Executive Committee shall keep regular minutes of its proceeding and report its proceedings to the Board of Directors for its information at the next meeting of the Board held after such proceedings, and shall be reported in the quarterly newsletter and on the CMW website for members’ review.
ARTICLE VIII. COMMITTEES
Section 8.1 Committees. CMW will have, but will not be limited to, the following named committees: Gatherings; Membership; Heritage; Genealogy; Publications; Library; Merchandising; Internet; Elections; and Fiscal. 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. The Chair for the Internet Committee will automatically be the Webmaster. All other committee chairs shall be recommended and approved by the Board of Directors. Interested members may serve on various committees at the Board’s discretion. Committees are further tasked with communicating with other committees in order to satisfy the daily functioning of CMW.
Section 8.1.1 Gatherings Committee. The Gatherings Committee shall:
(1) Assist hosting Delegates in planning the Annual Membership Meeting;
(2) Serve as advisors and liaisons to the state and regional Delegates for representation at Highland games, gatherings, and festivals;
(3) Provide guidance for representing the corporation at tents with the Tent Bible; and
(4) Provide all necessary forms for enrolling new members at games and gatherings.
Section 8.1.2 Membership Committee. The Membership Committee shall:
(1) Oversee the smooth processing of all applications for membership;
(2) Answer all inquiries concerning membership;
(3) Keep on file all active and inactive membership applications;
(4) Maintain and make available a list of active voting members and their contact information to the Secretary of CMW;
(5) Work closely with other CMW committees to ensure smooth and quick transfer of all membership information as necessary;
(6) Prepare and provide an annual membership report for inclusion in the newsletter and posting on the website based on end of year (31 December) numbers.
(7) Report to the members at the AMM on the status of membership. This will be a written as well as an oral presentation.
Section 8.1.3 Heritage Committee. The Heritage Committee shall:
(1) Keep and be responsible for Clan history and the Scottish history as it relates to Clan MacFarlane;
(2) Keep and be responsible for items of antiquity that come into CMW possession;
(3) Work closely with Library Director, Genealogy Director and Web Master;
(4) Prepare a written report of activities for the Annual Membership Meeting;
(5) Promote the education and culture of Clan MacFarlane.
Section 8.1.4 Genealogy Committee. The Genealogy Committee shall:
(1) Work with Family Tree DNA ensuring an ongoing working relationship with this organization;
(2) Actively promote the MacFarlane DNA Project housed with Family Tree DNA;
(2) Assist members of the Corporation in researching their lineage;
(3) Assist members of the public with questions about MacFarlane genealogy;
(4) Prepare a written report of activities for the Annual Membership Meeting;
(5) Work with the Web Master and Publications Committee to provide updating information to members on the activities of the Genealogy Committee and news.
Section 8.1.5 Publications Committee. The Publications Committee shall:
(1) Receive, compile, edit, and publish material in the quarterly newsletter;
(2) The publication will be published on the website with a printed form sent to members who do not have available internet access and who request a printed copy of the publication;
(3) Obtain necessary mailing permits when the need arises, choose a printer, and order or print address labels and distribute the newsletter.
Section 8.1.6 Merchandising Committee. The Merchandising committee shall:
(1) Oversee copyrighted materials;
(2) Design and manufacture merchandise;
(3) Approve production of materials for purchase with CMW logo; and
(4) Negotiate vendor contracts for CMW and submitting for Board approval.
Section 8.1.7 Election Committee
The Election Committee shall:
(1) Be comprised of a chairperson and two members appointed by the Board of
(2) Announce in the March issue of Loch Sloy! that nominations for directors
are due by April 11;
(3) Ensure each nominated candidate has agreed to run;
(4) Verify with the Membership Committee that each candidate meets the
following qualifications to run: (a) has been a current voting member for a
minimum of one (1) year as of April 11; and (b) is not a current director,
officer, or commissioner of a competing association;
(5) Receive candidate applications and resumes by May 11;
(6) Publish a slate of candidates for the Board of Directors with their
qualifications for office in the June issue of "Loch Sloy!";
(7) Obtain a list of eligible voters on the Record Date of June 11 from the
Chairman of Membership Committee;
(8) E-Mail ballots to each eligible voting member on August 11, and close the
voting at 11:59 p.m., Central Daylight Savings Time September 11;
(9) Open electronic results to the Election Committee chair, Acting President,
and one member at-large for the purposes of independent verification of the
(10) Report the results of the election to the Secretary; and
(11) Promptly report or cause to be reported, the results of the election to
CMW members via the CMW web-site, the CMW Facebook page, and the December issue
of Loch Sloy!
Section 8.1.8 Fiscal Committee. The Fiscal Committee shall:
(1) Oversee an annual audit of the financial records of the Corporation;
(2) Submit a report of the audit to the Board of Directors;
(3) Submit a report of the audit to the Treasurer for inclusion in their annual report to the Board of Directors as well as the members at the AMM;
(4) Secure a complete and independent financial audit at the discretion of the Board of Directors.
(5) Work with the Treasurer and President to compile an annual budget for the Corporation; and
(6) Submit the budget for a two-thirds majority approval of the Board of Directors.
Section 8.1.9 Internet Committee. The Internet Committee shall:
(1) Be chaired by the Webmaster, as appointed by the President and approved by the Board of Directors;
(2) Create, register, and maintain the official website of Clan Macfarlane Worldwide, Inc.;
(2) Create, register, and maintain a social networking site that is timely with adequate safeguards in place for ensuring materials that are appropriate for public posting;
(3) Coordinate and work closely with other committees; and
(4) Prepare a report for the Annual Membership Meeting.
ARTICLE IX DELEGATES
Section 9.1 DELEGATES.
Delegates representing CMW will be appointed by the President, and confirmed by the Board of Directors by geographic locations; by country and region. Country and Regional Delegates will in turn, appoint local, state delegates. All Delegates are representatives of CMW and as such will act in good faith to represent all MacFarlanes. They are the “eyes and ears” of CMW and will conduct themselves in a manner that is representative of MacFarlanes Worldwide. Local and State Delegates will communicate to their immediate senior Delegates about their activities and participation in events. In addition, Delegates shall:
(1) Be a current voting member for a period of at least one year prior to appointment;
(2) Serve for a term of 3 years at which time their position will be reviewed by their respective County or Regional Delegate for renewal;
(3) Country and Regional Delegates will serve for a period of 3 years at which time their position will be reviewed by the current President and Board of Directors;
(4) All Delegates will oversee Clan tents at games, gatherings, and festivals in their areas, or assign a designee to take their place;
(5) Submit reports on each Game with details on the athletic, musical and dance participation of members to the Publications Committee as well as the Internet Committee, with photos, whenever possible;
(6) Submit membership activity to the Membership Committee in an expedited manner to ensure new members’ applications can be processed in a timely manner.
Article X. NOMINATIONS AND ELECTIONS
Section 10.1. NOMINATIONS
(1) Candidates for nomination must be a current voting member for at least one year least one year as of April 11; and is not a current director, officer, or commissioner of a competing association.
(2) Any current voting member may nominate a candidate.
(3) Any current voting member may submit his/her own name for candidacy.
(4) Nominees will submit a resume of qualifications to the Nomination Committee for consideration and vetting for publication three (3) months prior to the election.
Section 10.2. ELECTIONS
(1) The annual election of directors will be take place from August 11 to September 11 each year.
(2) The President shall call for the Membership chairperson to prepare an alphabetical list of the names and addresses of eligible voters and the number of allowable votes;
(3) A list of eligible voters must be available for inspection by any member for the purpose of communication with other members concerning the election;
(4) Election of Directors shall be by e-mail or electronic ballot. (we are not mailing ballots)
(a) Ballots will be sent by e-mail or some other form of electronic balloting to each eligible voting member by August 11.
(b) Each ballot will carry a security code to insure against duplicate voting;
(c) The votes will be tallied by the election committee plus two members at large at one of the September or October games.
(d) The election of Directors will be by simple majority vote of the membership; and
(e) The election results will be reported to the Secretary by the Chairperson of the Election Committee and promptly reported in the official website for CMW as well as the December issue of Loch Sloy.
(5) If there is a tie vote among two or more candidates for the third director seat to be filled, the Election Chair shall notify all parties and the Board.
(a)A run-off election will be held October 1 and close October 11.
(b)The results will be announced in the same manner as the earlier election.
Article XI. MEETING OF THE CORPORATION
Section 11.1 The Annual Membership Meeting. The Annual Membership Meeting shall be held at a site of a gathering for Highland Games or for Scottish Clans. The Meetings:
(1) Shall be selected at least two years in advance by the membership at the Annual Membership Meeting;
(2) May be held at a different location each year to accommodate the participation of more members;
(3) Will be coordinated with online access to allow for interactive participation by members who are unable to be in physical attendance.
Section 11.2. Social Meetings. Social, unofficial meetings of members at Clan tents, Highland Games, gatherings, and festivals are highly encouraged for the purpose of:
(1) Delegates or their representatives can use this opportunity to share information about Clan MacFarlane and Clan MacFarlane Worldwide, Inc. with the public and potential members;
(2) New member applications can be secured at these gatherings;
(3) This is the primary venue for fulfilling our purpose of cultivating a spirit of kinship, fellowship, and friendship among MacFarlanes, their descendants, and Sept families;
(4) Local fellowship should also be encouraged by Delegates; and
(5) A written report of these meetings will be submitted to the Secretary and the Publications Committee within thirty days of completion of the gathering.
Section 11.3. Special Meetings. The President may call a special meeting of the Board of Directors at his/her discretion to conduct the business of the Corporation. However, for the Special meeting:
(1) At least one week’s notice must be given for a called meeting of the Board of Directors.
(2) The President may call a special meeting of the membership, provided:
(a) Members are given a minimum of three (3) months’ notice; and
(3) All current voting members must be contacted by email or
standard mail about the special meeting.
Section 11.4. Quorum.
(1) A quorum will be the members present at the Annual Membership Meeting, whether in person, by proxy, or by electronic participation.
(2) 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 as stated in Article 4.7.
Article XII. THE WEBSITE
Section 12.1. The Official Website. The official Website for Clan MacFarlane Worldwide, Inc., shall be: http://www.clanmacfarlane.org .
Section 12.2 The Website Communication. The official website will be a venue for communicating Corporation activities with the membership and include, but not be limited to:
(1) The quarterly publication;
(2) Minutes of the Annual Membership Meeting and any Special Meetings;
(3) Educating the membership and the general public about Clan MacFarlane Worldwide, Inc., Scottish heritage and culture, the Scottish Clans, Genealogy of MacFarlanes, legends and lore, celebrating our famous MacFarlanes, athletes, musicians, dancers, authors, and other appropriate topics; and
(4) The webpage will be a site for merchandise sales.
Section 12.3. Additions and Changes to the Website. The responsibility of the website will be up to the Webmaster and the Internet Committee. 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.
Article XIII. HIGHLAND GAMES AND CLAN TENTS
Section 13.1. Representation of Clan MacFarlane Worldwide at Clan Tents. Representation of Clan MacFarlane Worldwide with tents at Highland Games, gatherings and festivals is highly encouraged. State or regional Delegates will be in charge of Clan tents in their respective areas. Additionally,
(1) Delegates may designate interested current voting members to man a Clan tent;
(2) CMW will budget monies to help finance Clan tents for official area commissioners;
(3) CMW will provide guidance for running a Clan tent via the website;
(4) CMW will provide all necessary forms to Delegates and/or their representatives for enrolling new members; and
(5) There shall be no commercial or business activity at Clan tents wherein any
member, officer, director inures a personal monetary benefit.
Article XIV. AMENDMENTS
Section 14 Amendments to CMW Bylaws. Any amendments to CMW Bylaws shall be proposed by the Board of Directors and only:
(1) With a majority vote of the Board of Directors, an approved proposed amendment may be presented to the membership;
(2) A proposed change to the Bylaws may be submitted to the Board of Directors for their consideration by any member;
(3) An approved proposed amendment along with the original text of a Bylaw shall be presented by the Secretary for publication in the quarterly newsletter three (3) months prior to the Annual Membership Meeting;
(4) The Amendment will be ratified by a two-thirds majority vote of the membership by mail in or electronic ballot. Proxy voting will also be allowed; and
(5) The results of the vote for an Amendment will be announced at the Annual Membership Meeting by the Secretary and published in the newsletter as well as on the official website.
Article XV. DISSOLUTION
Section 15.1 Archiving of CMW 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 Clan MacFarlane Worldwide, Inc., 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.
Resolution 15-1 approved by Directors July 8, 2015
ADVISORY BOARD for CLAN MACFARLANE WORLDWIDE
Recognizing that CMW will benefit from additional expert knowledge and balanced and unbiased feedback for important projects, the Board of Directors will develop and implement an Advisory Board which will provide continuity to the original vision of the founders and serve as a “checks and balance” for the operating board as well as provide historical perspective on how and why certain policies and procedures are in place.
I. General Provisions
1. Advisory Board shall consist of 5 persons who are interested in the purpose and principles of the CMW and have served as past Board Directors of CMW.
2. The Advisory Board and each member thereof shall serve at the pleasure of the Board.
3. Any vacancy in the Advisory Board may be filled and the Board may remove any member of the Advisory Board, either with or without cause.
4. The Advisory Board is bound by the same Code of Ethics which binds the Board of Directors.
5. The Advisory Board shall advise the Board as to any matters concerning CMW that are put before it by the Board.
6. The Advisory Board shall not have or purport to exercise any powers of the Board nor shall it have the power to bind the Corporation in any manner.
II. Advisory Board Operations
1. Advisory Board members are appointed by the Board of Directors of CMW for a term of 3 years.
2. Advisory Board members may be reappointed for additional terms.
3. The Advisory Board members shall choose one of their members to be the liaison with CMW’s Board.
4. The Advisory Board will receive the minutes of the CMW Board meetings at the same time as CMW’s Board.
5. Advisory Board Meetings may be held by telephone or other media or in person.
6. The Advisory Board will have the opportunity to meet face to face with the Board of Directors at the Annual Members Meeting.
7. Additional joint meetings may be held as mutually agreed on by both the CMW Board of Directors and the CMW Advisory Board.
III. Member Responsibilities
1. Each member is expected to attend meetings and to participate in activities.
2. Each member is expected to study the issues or problems which come before the Advisory Board in order to contribute to the discussion.
Resolution 15-2 approved by Directors November 14, 2015
EXPENDITURE and CONTRACTS PROCESS for CLAN MACFARLANE WORLDWIDE
I. Expenditures of up to $400.00 may be authorized by a Board member, Committee Chairman, or Delegate, within the guidelines of his or her duties. The preferred procedure is to submit a request to the Treasurer, who will then issue the appropriate payment (by check, PayPal, or credit card). However, when necessary, a request for reimbursement may be submitted to the Treasurer, and must be accompanied by documentation of a payment already made.
II. Expenditures in excess of $400.00 must be authorized by the Board in advance. A request should be submitted to the Treasurer for review and comment. The Treasurer will then forward it to all Board members, for approval at a subsequent Board meeting, or by email if time constraints demand.
III. All contracts must be approved by the Board before being signed. Each contract must be signed by the both the President and the Secretary. No other individual is authorized to commit Clan MacFarlane Worldwide to a contract.