THE CLAN KEITH SOCIETY USA, INC. BYLAWS
TITLE 4: BOARD OF DIRECTORS
4.1. Establishment and Function. The Corporation is managed by a governing body known as the "Board of Directors." As used in these bylaws, a reference to the "board of directors" or "directors" refers to the entire board collectively or to a member of the board generically. The board of directors conducts its proceedings as provided in the articles of incorporation, these bylaws and the Code.
4.2. Composition and Term. The Board of Directors is composed of nine (9) persons including a combination of Officers and Directors at Large as described in Title 4.3. The officers’ terms are coterminous with their terms as Officers, provided, however, that no person may be appointed or elected as a Director if that would result in the Director's serving at the same time as a "relative" of the Director, as hereinafter defined. A relative of a Director as used herein includes, but is not limited to, spouse, parent, grandparent, sibling, child, grandchild, cousin, niece, nephew, aunt, or uncle (or spouse of any thereof) of a Director, or an individual residing at the same residence as a Director. The Directors at Large shall serve for three years. The terms shall be staggered, one Director being elected each year. Elected Directors shall serve no more than two successive terms. In the event that an elected Director cannot fulfill his duties for any reason, the President shall appoint a successor to serve until the next annual meeting, at which time the membership shall elect a Director to serve the remainder of the unexpired term. Each director is elected by the membership of the Corporation by mail ballot prior to the annual meeting of the Corporation.
4.3. Election, Nomination and Qualifications. The annual election of directors by the membership will be conducted in accordance with the procedures outlined in this Title or elsewhere in these bylaws, and the following:
The nine members of the board of directors are designated as (a) the President, (b) the Vice President, (c) the Secretary, (d) the Treasurer, (e) the Past President, (f) the Lieutenant to the Chief of Clan Keith in the United States, and (g) three (3) directors at-large. The President, Vice President, Secretary and Treasurer are separately elected by the membership. The Past President is the outgoing President of the Corporation. The Lieutenant to the Chief of Clan Keith in the United States is appointed by the Chief of the Keith Clan in Scotland, and serves at his pleasure. The three at-large directors are chosen from a group of nominees, with those nominees who obtain the greatest plurality of votes being elected. Election of all positions is by plurality.
The Nominations Committee will compile nominations for each position on the board, and may make nominations in its own right. Nominations may be made by any person in good standing, including self-nominations, or by the Nominations Committee. No nomination will be placed on the annual election ballot unless: (a) the nominee is an active member in good standing, (b) the nominee is eighteen years of age, as required by the Code, and (c) the nominee has affirmatively consented to the nomination, or has elected one nomination, if proposed for more than one office.
Nominations must be submitted to the Nomination Committee not less than one hundred twenty (120) days prior to each annual meeting of the Society. The final list of nominees will be submitted to the Secretary no less than ninety (90) days prior to the next annual meeting.
The election is to be conducted by mail, in accordance with the provision of Section 3.8, except as modified by this Section. A mail ballot is to be sent to each member then in good standing and entitled to vote not later than two weeks prior to the annual meeting. Each marked ballot is to be promptly returned to the Secretary in a sealed envelope either by mail or in person. All returned ballots must be received no later than the designated time for the beginning of the Annual Meeting. At the designated time, the Secretary, or the designee of the Secretary shall promptly proceed to ascertain and certify the results of the election, and announce these results during the Annual Meeting and in the official Corporation newsletter. If the Secretary cannot be at the Annual Meeting, a Board member shall be named by the President to conduct the Secretary's duties at that meeting. The Board of Directors is authorized to adopt any procedures or rules reasonably necessary to insure the integrity of the election.
The board of directors may exercise all powers granted to it as they determine to be expedient and necessary for the interests of the Corporation, subject to the articles of incorporation, these bylaws, or the Code, and the review and direction of the membership of the Corporation.
If some catastrophic event occurs that precludes the Corporation or the board of directors from assembling, then those directors who are capable of assembling, either in person or through a communications system permitted all of the participants to hear each other, shall convene as required and take any necessary action to preserve the corporation until the emergency ceases. Quorum shall consist of one-half of the directors who participate in the initial emergency session. Each emergency session shall be convened by any manner of notice reasonable, prudent or practicable in the circumstances. The available directors shall designate as many members of the Corporation as necessary to serve as acting directors so that there are nine persons acting as directors for the Corporation until the emergency conditions cease. The acting board of directors may exercise any and all emergency powers authorized under the Code, in the name of the Corporation, without regard to requirements of membership approval, if the action taken is reasonably necessary during the presence of emergency conditions.
4.5. Meetings. The board of directors will hold at least one (1) regular meeting during each calendar year, during the calendar month before the month of the normally scheduled date of the regular and annual meetings of the Corporation under Sections 3.7 and 3.8, and may call other regular meetings of the board of directors, or special meetings of the board of directors, at the call of (a) the President, (b) the Vice President, or (c) any two directors. Following their election, but prior to the date on which their terms begin, the newly-elected board of directors will meet in joint session with the outgoing board of directors for an organizational session, at which they will review all pending matters before the outgoing board, permit the new board to organize its affairs, and establish a fixed meeting schedule as to the regular board meetings held prior to the scheduled regular meetings of the membership of the Corporation. Any matter relating to the affairs of the Corporation may be brought before the board, unless notice of the matter is required to be included in the notice of the board of directors meeting. Notice of each special meeting is to be sent to each director by United States mail, postage prepaid, addressed to the address of record in the membership roster, at least two (2) days prior to a special meeting. Where circumstances require a meeting on less than two days, written and mailed notice, such notification to each member of the board of directors may also be made by any other reasonable method. At board of directors meetings, quorum consists of five (5) members. No proxy votes may be used.
4.6. Use of Contemporaneous Communications Systems for Board Meetings. The board of directors, or any Corporation committee, may utilize a contemporaneous communications system in which all participants in the meeting can hear each other; and participation in a meeting by this system constitutes the presence of the participant at the meeting.
4.7. Voting; Quorum. The director has one vote on the board of directors. Once quorum is established, all matters put to a vote before the board of directors will require the affirmative vote of a majority of directors voting on the matter, in the presence of a quorum, unless a greater majority is required by these bylaws, the articles of incorporation or the Code. The participation of a majority of the directors, whether present in person or through a contemporaneous communications system, constitutes a quorum of the board in order to conduct business. In the event that fewer than a majority, but at least one-third of the directors are participating, then the board is authorized to consider and make recommendations on any matter action upon which is viewed as appropriate in the circumstances for action by the membership either at a meeting, by mail ballot or by written consent, or to call a special meeting of the membership as provided in Section 3.3.
4.8. Removal of Director.
One or more directors, or the entire board of directors, may be removed by the affirmative vote of a majority of the membership of the Corporation present and voting on removal at a regular or special meeting of the Corporation membership, and where notice of a member's intention to present a motion for removal has been given to the membership pursuant to Section 3.4 of these bylaws. A separate vote on removal must be made as to each director proposed for removal; and the motion may be voted upon by mail ballot under Section 3.8 of these bylaws.
Any director who was elected to complete an unexpired term of a director on the board through election by the directors may be removed by an affirmative vote of two-thirds of the remaining directors for a stated cause.
Any director who has not participated in any meeting of the board of directors during a period of no less than four months (121 days) may be removed by an affirmative vote of two-thirds of the remaining directors due to such absence.
In the event of removal, the provisions of Section 4.3 and 4.9 will apply; however, if the removal of directors results in a total of four or more vacancies on the board, the Nominations Committee shall organize and expedite the election of new directors by convening a special meeting of the membership, on some later date at least ten but within fifteen days after the date of the meeting at which directors were removed, with all members voting either in person or by proxy, and without utilizing mail voting, for the purpose of filling these vacancies.
When a vacancy occurs, or will occur, on the board of directors prior to the annual meeting date in the year the term of office expires, then that vacancy is filled by the vote of membership at the next regular or special meeting of the membership. The Nominations Committee will reconvene to accept, propose, verify and certify nominees for the special election within a two week period after the vacancy is created. Mail balloting may be utilized only if the period for returning ballots can be completed prior to the next membership meeting, with a fifteen day response period after the ballots are mailed for the return of ballots to the Secretary. Otherwise, a special election will be conducted at the first membership meeting after the vacancy is noticed or has occurred.
Whenever a vacancy occurs, or will occur, on the board of directors after the date of the annual meeting in a year when the term of office expires, then that vacancy is to be filled by vote of the board of directors, unless three or fewer directors remain, in which case, the expedited procedure in Section 4.8 will be implemented by the Nominations Committee.
If any director-elect declines election, or fails to assume the responsibilities of director, that position is considered vacant as of the date on which said director-elect should have assumed the position, and is filled under paragraph (1) of this Section.
4.10. Written Consent Action by Board. Any action required by law, or permitted to be taken at any meeting of the board of directors, may be taken without a meeting, if a written consent, setting forth the action so taken, is signed by a majority of the directors. This consent is the equivalent to a vote of the board of directors during a meeting with a quorum, and is to be filed and recorded with the minutes of the Corporation's board of directors. The directors who did not sign the consent action shall be given notice of the action as soon as practicable, but no later than the next membership meeting after the written consent action is signed by a sufficient number of directors.
4.11. Duties of Corporation Officers. Each director of the Corporation who is elected to the board of directors as an officer of the Corporation, exercises the following responsibilities pertaining to their office, in addition to any other duty imposed on that office by the articles of incorporation, these bylaws, the Code or by vote of the membership or the board of directors of the Corporation, as follows:
The Lieutenant to the Chief of Clan Keith in the United States shall call to order all meetings of the Board of Directors and membership; shall introduce the President, whom shall preside over all meetings; and shall serve as a voting member of the Board of Directors.
Following the Lieutenant to the Chief's call to order and introduction, the President presides at all meetings of the board of directors and the membership of the Corporation; reports on the activities of the Corporation to the membership at each annual meeting of the Corporation; oversees the activities of the Corporation, and reports on those matter determined appropriate to the board of directors and the membership of the Corporation.
The Vice President presides at all meetings of the board of directors or the membership of the Corporation in the absence of the President, and in the case of a vacancy in the office of President, act as President until a new President is elected under Section 4.9 of these bylaws. In addition, the Vice President oversees the operations of the Corporation committees and reports on those matters determined to be appropriate to the board of directors and the membership of the Corporation.
The Secretary shall maintain and provide access to the records of the Corporation as required by O.C.G.A. section 14-3-1601 and section 14-3-1602; records the minutes of all proceedings of the board of directors and of the membership of the Corporation; maintain a current roster of the membership of the Corporation; maintain the eligible member list for each record date as required under the Code and Section 1.6 of these Bylaws, and report on these matters to the board of directors and the membership of the Corporation.
The Treasurer maintains the financial records of the Corporation; prepares the annual accounting and financial statement of the Corporation for the annual meeting of the membership of the Corporation (which may be prepared by a certified public accountant when authorized by the board of directors); and reports on these matters to the board of directors and the membership of the Corporation. The Treasurer will assist the Secretary in the counting of ballots in any election for the board of directors of the Corporation.
4.12. Financial Regulations. This section outline certain policies and practices as to the financial procedures of the Corporation:
Any expenditure, totaling five hundred dollars ($500.00) or more of Corporation funds, may not be made unless approved by the membership or the Board of Directors of the Corporation, or unless the expenditure is part of an ongoing project approved by the membership of the Corporation.
No other expenditure may be made unless approved by an officer of the Corporation, the board of directors or the membership.
Expenditures from a special account, based upon revenues into that account for a designated project or activity are subject to review only by the supervising committee, but the status of that account will be regularly reported to the board of directors and membership.
The signatory on any bank account and the depository institution for that account is established by the board of directors by an appropriate resolution.
Any director, committee chairman, committee member, or member of the Corporation may be reimbursed for their actual and necessary expenses when reasonably incurred on behalf of the Corporation. No director, committee chairman, committee member, or member of the Corporation may receive any salary, fees, compensation, commission or other payment for rendering specific services to the Corporation.
The Corporation's fiscal year is the calendar year.
4.13. Limitation on Service. No person may simultaneously hold more than one major position in the Corporation. For the purpose of this limitation, a "major position" only includes the offices of President, Vice President, Secretary, Treasurer, Lieutenant to the Chief of Clan Keith in the United States, or the chair of any committee listed in Section 3.9 of these Bylaws.
4.14. Board Committees. The board of directors may establish such committees composed of at least two members of the board of directors as it determines to be necessary and proper from time to time. The membership of such committees shall be composed solely of directors; but if the committee's charge and function does not involve the management responsibility for the affairs of the Corporation, then persons who are not currently directors, but who have served as directors within the past two years may also be designated to serve on a board committee. Board committees may not exercise the authority of the board of directors when prohibited by the Code.