Title 1: General Provisions

THE CLAN KEITH SOCIETY USA, INC. BYLAWS

TITLE 1: GENERAL PROVISIONS

1.1. Objectives. The purposes of the Society are: (1) to dispense charitable and educational assistance to Scots men and women or their lineal descendants; (2) to perpetuate Scottish traditions, customs and culture in the United States; (3) to provide members with access to genealogical records and materials held by the Society.

1.2. Purpose of Bylaws. These bylaws constitute the code of rules for the regulation and management of the THE CLAN KEITH SOCIETY USA INC., as authorized by its articles of incorporation. As used in these bylaws, this corporation is referred to as the "Corporation," and the Georgia Nonprofit Corporation Code (or a section codified in Chapter 3 of Title 14 of the Official Code of Georgia Annotated) is referred to as the "Code" (or "Code section"). These bylaws are adopted in order to fulfill the objectives of the Corporation as stated in the articles and Code section 301, and to exercise the powers conferred upon the Corporation under Code section 302.

1.3. Registered Office and Agent. The board of directors will designate a registered agent and registered office for service of legal process; these designations are to be filed with the Georgia Secretary of State as required by the Code. The board may change these designations at any time. In the event the board fails to make a designation, or a registered agent resigns without a new designation of a registered agent and office, then the President of the Corporation, and the President's address, are to be filed with the Georgia Secretary of State as the registered agent and office of the Corporation until the board of directors makes some other affirmative designation.

1.4. Business Office(s) Authorized. Either the board of directors or the membership of the Corporation may establish one or more offices for the conduct of business within this state, whenever circumstances warrant.

1.5. Procedure rules at meetings. It is understood that in the transaction of its business, the meetings of the Corporation, its board of directors and its committees may be conducted with informality; however, this informality does not apply to procedural requirements required in the articles of incorporation, these bylaws, or the Code. When circumstances warrant, any meeting or a portion of a meeting will be conducted according to generally understood principles of parliamentary procedure as stated in the articles of incorporation, these bylaws, or a recognized procedural reference authority. The procedural reference authority for the Corporation is designated as the latest edition of Robert's Rules of Order, Newly Revised.

1.6. Computation of Members Eligible to Vote or Act as of "Record Date." When any matter is proposed to be acted upon by the members of the Corporation as provided in these Bylaws or under the Code, only those members who are active and in good standing as to any particular matter as of a designated date, known as the "record date" may vote or otherwise act as to that particular matter. As required by the Code, the Secretary shall prepare an alphabetical list of members qualified to participate on a particular matter as of the "record date" for that particular matter. Each list is to be available for inspection or copying by any member, the member's agent or attorney, as provided by the Code. The "record date" for:

  1. any meeting of the membership of the Corporation, is that date that is ten days prior to the scheduled date of the particular meeting.
  2. any mail ballot, including mail ballots for the election of directors, is the date the ballots are mailed by the Corporation to the members who are active and in good standing as of that date.
  3. written consents approving actions by the membership is that date such a consent is signed by the first member giving his or her consent, and a sufficient number of members must sign their written consents approving the particular action within seventy days after the date when the first member signed.
  4. a demand of members to call a meeting of the membership, or to request a mail ballot to vote on a proposition, is that date such a demand or request is signed by the first member approving of the demand or request, and a sufficient number of members must sign their written request or demand within seventy days after the date when the first member signed.