THE CLAN KEITH SOCIETY USA, INC. BYLAWS
TITLE 3: CORPORATION MEMBERSHIP MEETINGS
3.1. Location of Meetings. Any annual, regular or special meeting of the membership of the Corporation may be held at any place in the United States. Although the designation of a usual meeting date, time or location is reserved to the membership of the Corporation, the board of directors or the membership may determine a different location for a particular meeting as circumstances warrant.
3.2. Annual Meeting; Date. The annual meeting of the Corporation shall be held on the first Thursday of July, unless the Board of Directors or the membership of the Corporation at a prior regular or special meeting designate a different time or date for a particular year. Any matter relating to the affairs of the Corporation, whether or not stated in any notice of the annual meeting, may be brought up for action by the membership, except for any matter for which prior notice is required by the articles of incorporation, these bylaws, or the Code. As required by the Code, the membership is to receive reports from the President concerning the activities of the Corporation, and from the Treasurer concerning the financial condition of the Corporation.
3.3. Special Meetings; How Called. Special meetings of the Corporation may be called for any purpose whatsoever, at any other time by: (1) the President, (2) the Vice President, (3) any three members of the board of directors, or (4) a written demand of five per cent of the active members of the Corporation in good standing, filed with the Secretary. The purpose of each special meeting must be stated in the notice. The notice of any special meeting is to be sent to all members in good standing under Section 3.4 of these bylaws. If notice is not given to the membership of the date, time, place, and purpose of the special meeting within thirty days after a sufficient number of directors or members have demanded a special meeting, any person who signed that demand may give the written notice of meeting to the membership in any reasonable manner, setting forth the date, time, place and purpose of the special meeting.
3.4. Notice of Meetings. The Secretary will give notice of the time, date, and location of each meeting of the membership of the Corporation not less than ten (10) or greater than sixty (60) days before the scheduled meeting date. Normally, the notice is to be sent by mail to the address of each member in good standing as reflected in the Corporation's membership roster. Valid notice may be made through the official newsletter of the Corporation, at least ten days prior to the scheduled meeting date if mailed first class, or thirty days prior to the scheduled meeting date if transmitted by any other means. Any notice mailed first class shall be considered effective upon dispatch. Any notice transmitted by any other means shall be considered effective when it is received. In emergencies where ten days' notice cannot be given, notice may be made by any reasonable means if made to all members in good standing as directed by the board of directors. A notice of an annual, special, or regular meeting must include a description of any proposal that is required to be approved by the members under the Code, including proposals to: (a) determine that the reimbursement of the judgment and expenses of litigation of a current or former director is appropriate under O.C.G.A. section 14-3-855; (b) approve a transaction where a director has an interest conflicting with the Corporation under O.C.G.A. section 14-3-863; (c) amend the articles of incorporation under O.C.G.A. section 14-3-1003; (d) amend the bylaws under O.C.G.A. section 14-3-1021, except as limited in these bylaws; (e) merge the Corporation with another entity under O.C.G.A. section 14-3-1103; (f) sell all or substantially all of the assets of the Corporation in other than the usual course of business under O.C.G.A. section 14-3-1202; (g) dissolve and terminate the Corporation under O.C.G.A. section 14-3-1402; (h) take an action that a member intends to present at a membership meeting, when that member has requested that notice be given to the membership in the notice of meeting by a writing tendered to the President or Secretary at least ten days prior to the dispatch of the written notice of meeting; and (i) remove a director from office when required by these bylaws. Any required notice may be waived by a member as permitted under the Code; and any member may object to the failure of sufficient notice of the meeting or of a matter brought before a meeting, as permitted by the Code.
3.5. Quorum at Meetings. The presence of twenty percent of the regular members in good standing and entitled to vote constitutes a quorum for the transaction of business at meetings of the Corporation. Once a quorum is established at any meeting of the Corporation, it is presumed to exist for the balance of that meeting. As permitted by the Code, the presence of twenty percent of the regular members in good standing and entitled to vote permits the membership to consider any matter at an annual or regular meeting for which prior notice of the matter is not specifically requited by the Code.
3.6. Member Proxies. Each regular member in good standing and entitled to vote may participate in any meeting of the membership of the Corporation through a written signed and dated proxy executed by that member and promptly delivered to the Secretary. A proxy may limit or direct how the vote of the member the proxy represents shall be cast or on what matters a vote is to be cast. A proxy will identify the member, the member's agent, or the member's attorney who is authorized to hold and exercise that proxy on behalf of the absent member, any instructions concerning its use, the meetings(s) at which it is to be used or that it may be used at any period during a stated period of time, and the expiration date of the proxy, to be a date no more than eleven months after the date the proxy is executed. Any proxy may be revoked in writing or in person by the designating member at anytime, and only the proxy executed latest in date will be accepted by the Corporation.
3.7. Membership Voting. Unless otherwise provided in the articles of incorporation, these bylaws, the procedural reference authority or the Code, the affirmative vote of a majority of those members casting a vote on a matter, in the presence of a quorum, is necessary to the adoption of a motion. Unless otherwise provided in the articles of incorporation, these bylaws, the procedural reference authority or the Code, the affirmative vote of a plurality of members casting a vote in an election, in the presence of a quorum, is necessary to the election of a nominee for any position in the Corporation.
3.8. Mail Voting. Any matter which may be acted upon by the membership or the board of directors of the Corporation may be submitted to a vote of the membership by mail. A mail vote may be initiated by (1) action of the board of directors, (2) by the written request of ten percent of members of the Corporation filed with the Secretary, or (3) at the direction of the membership of the Corporation approved at any annual, regular or special meeting of the Corporation. A mail ballot on the particular issue, with all pertinent information, is to be mailed first class to each member then in good standing within ten (10) days after the mail ballot is initiated, at each member's address as recorded in the membership roster of the Corporation. To be counted in the official tally of the mail ballots, the mail ballots shall be returned to the Secretary within twenty-two (22) days after the postmark date on the ballots. At the time the ballots are due, the Secretary will promptly ascertain and certify the result of the mail ballot. For the proposition to pass, or the election to be valid, a sufficient number of ballots equal to the number necessary for a quorum must be returned to the Secretary. Unless otherwise provided in the articles of incorporation, these bylaws, the procedural reference authority or the Code, the affirmative vote of a majority of those members casting a ballot on a matter, with a quorum of ballots cast, is necessary to the adoption of an action. Unless otherwise provided in the articles of incorporation, these bylaws, the procedural reference authority or the Code, the affirmative vote of a plurality of members casting a vote in an election, with a quorum of ballots cast, is necessary to the election of a nominee for any position in the Corporation. Thereafter the Secretary will announce the results both at meetings of the board of directors and the membership and in the official newsletter of the Corporation. The Board of Directors is authorized to adopt such procedures or rules as is reasonable and necessary to insure the integrity of the mail ballot procedure.
3.9. Corporation Committees. Standing or temporary committees of the Corporation may be created by action of the board of directors, the President, or the membership of the Corporation. The charge of each standing committee is reflected within this section of these bylaws. The board of directors or the President, as the case may be, is to designate the chair of each standing committee. The charge and chair of each temporary committee will be stated in the motion creating a temporary committee. The chair of each committee will appoint the remaining members of that committee, unless its full membership is designated at the time a temporary committee is created. Each committee will report regularly to the board of directors or the President, as the case may be, and to the membership of the Corporation at meetings, or through the official newsletter of the Corporation, and make any recommendation to the board of directors and the membership as it determines to be appropriate. The chair and membership of each committee serve at the pleasure of the appointing authority. Each standing committee is to be established by the inclusion of its name, charge and appointing authority in the following paragraphs of this section, and adopted in accordance with Section 8.2 of these bylaws:
Newsletter Committee. This committee will prepare and publish the official newsletter of the Corporation. The committee is authorized to sell advertising in the newsletter to defray the overall cost of publishing the newsletter. The content of the newsletter will reflect the objectives of the Corporation; however, any opinion expressed by an individual will not necessarily represent the opinion of this Corporation or of the Newsletter Committee. The board of directors is the appointing authority of this Committee.
Nominations Committee. This Committee will discharge the responsibilities delegated to it under Title 4 of these bylaws. The President is the appointing authority of this committee, which shall consist of no less than three (3) nor more than five (5) members. This committee is appointed annually not less than one hundred twenty (120) days prior to each annual meeting of the Society. Elected officers of the Society shall not serve on the Nominating Committee. Appointed officers (conveners, etc.), elected directors and members in good standing may serve on this committee and are not barred from becoming nominees for office.
The board of directors or the President may expand the charge of any committee generally or for a specific project when circumstances warrant.
3.10. Written Consent Action by Members. Any action required by law, or permitted to be taken at any meeting of the members of the corporation, may be taken without a meeting, if a written consent, setting forth the action so taken, is signed by a majority of the members. This consent is the equivalent to a vote of the members during a meeting with a quorum, and is to be filed and recorded with the minutes of the Corporation's members. No action shall be effective under this Section until ten days after notice is given to those members of the Corporation who did not sign the written consent.