BYLAWS

 

Bylaws of the

Scottish Society of Mobile, Inc.

 

An Alabama Non-Profit Corporation

 

ARTICLE I

 

NAME

 

 

 

 

Section 101. Name.  This organization shall be known as the Scottish Society of Mobile, Inc. and shall be referred to as "the Society". The Society was established as an unincorporated association in Mobile, Alabama on December 03, 1987. The first Bylaws were adopted February 29, 1988. The Society was incorporated as a private non-stock, non-profit, corporation, in Mobile County, Mobile, Alabama under the laws of the State of Alabama on the October 20, 1988. The Society was recognized as exempt from federal income tax under section 501(c)(3) and is also classified as a public charity under sections 509(a)(1) and 170(b)(1)(A)(vi) and is qualified to receive tax deductible bequests, devises, transfers or gifts under section 2055, 2106 or 2522 of the U.S. Internal Revenue Code in July 1989.

 

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 American public regarding, 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 American history and culture; and to promote the goodwill, and the understanding of the Scots and things Scottish, in general, among the American public. The Society, through its activities, will preserve the traditions of that heritage and pass them on to future generations.

 

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.

 

(a)    Regular Membership.  Shall be available to any person bearing a Scottish surname in any of its various forms and spellings, or by birthright or descent through paternal or maternal lineage, or by marriage, or to any person who is interested in learning about Scottish history and culture, upon completion of the designated application and payment of the annual dues as established by the Board of Directors. Family 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.

 

(b)   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 Board of Directors. 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.

 

(c)    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. 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.

 

(d)    Honorary Membership.  May be extended to individuals who have recognition as friends of The Society and have made special efforts or contributions for furthering the objectives of The Society. Such membership is extended upon unanimous recommendation of the Board of Directors and a two-thirds (2/3) majority vote of the general membership at the meeting where such a vote is taken and a quorum is present. 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. 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 21) 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 Board of Directors. Dues are payable on an annual basis and are due at the September meeting of each year. 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 annual dues.

 

Section 305. Rights of Members.  All members of the Society shall be entitled and encouraged to attend all activities and proceedings. 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 Board of Directors. 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. General Meetings.  General Meetings of the members of The Society shall be held monthly at such time and place as may be determined by the Board of Directors.

 

Section 402. Annual General Meeting.  The Annual General Meeting (AGM) of the members shall be held in March of each year. The AGM shall also be the annual meeting of the members for the election of Directors and Officers and such other business as may be brought before the meeting.

 

Section 403. Special Business Meetings.  Special Business Meetings of members may be held at the discretion of the Board of Directors or upon the petition of thirty percent (30%) 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 forty-five (45) 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 404. Notice of General and Special Business Meetings.  Notice of 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 ten (10) 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 405. Quorum.  Twenty-five percent (25%) of voting members shall constitute a quorum for the transaction of Society business.

 

Section 406. 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. At all meetings of The Society or the Board of Directors, a majority vote will carry the question except as otherwise provided herein. In the event of a tie vote, the presiding officer shall cast the deciding vote, except in questions involving amendments to these By-Laws.

 

Section 407. 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 five (5) 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 BOARD OF DIRECTORS

 

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

 

Section 502. Directors of the Society.  The business of the Society shall be directed by the Directors of the Society. There shall be such number of Directors as the Board of Directors shall determine, but no fewer than three (3) and no more than nine (9).

 

Section 503. Board of Directors.  There shall be a Board of Directors consisting of the Officers of the Society, the Directors, and the Immediate Past President. The Officers of the Society and the Directors 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 Board of Directors. The Board of Directors shall exercise all of the powers and authority granted to the Society by law.

 

Section 504. Eligibility.  Only Society 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. Terms of Office.

 

(a)    Officers. The terms of office for elective positions in the Society shall be two (2) years for Officers, or until the election of successors at the Annual General Meeting in the second (2^nd) year of such term of office.

 

(b)   Directors.  The terms of office of Directors shall be three (3) years and staggered so that one-third (1/3) of the Directors will be entering office and one-third (1/3) of the Directors will be leaving office at each Annual General Meeting.

 

(c)    Succession.  Neither the President, nor the Vice President can succeed himself/herself without the approval of two-thirds (2/3) of the Board of Directors.

 

(d)   Resignation.  An Officer or Member of the Board of Directors 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 one (1) year period. An Officer or Trustee may be removed for such other reasons as may seem sufficient to the Board of Directors within their sole discretion, upon a vote of three fourths (3/4) of the remaining Board of Directors members.

 

Section 507. Vacancies.  When a vacancy occurs in any elective office the remaining members of the Board of Directors 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 Board Members.

 

(a)   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 Board of Directors and in accordance with these Bylaws. The president shall preside at all General, Business, and Board Meetings.

 

(b)   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 Board Meetings. The Vice President shall also serve as Chairman of the Program Committee and shall be responsible for the programs at the General Meetings.

 

(c)    Secretary.  The Secretary shall keep an accurate record of the proceedings of all Business and Board meetings. The Secretary shall provide a copy of said minutes no later than ten (10) days prior to the following meeting. The Secretary shall be responsible for all correspondence of The Society and shall keep a record of membership as well as attendance at 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 Board of Directors and shall see that reports, statements, and other documents required by law are properly maintained and filed.

 

(d)   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 report at each Board Meeting and General Meeting an account of all expenditures and receipts transacted since the last report, and shall perform such other duties as prescribed by the President or the Board of Directors. The Treasurer shall inform all members of delinquent dues with the opportunity for payment. 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 Board of Directors.

 

(e)    Board of Directors.  The Board of Directors shall act as corporate directors of the Society. The Board 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.

 

 

 

 

(a)   Nomination Committee.  Within thirty (30) days after the Annual Business Meeting, or after a vacancy occurs (if time permits), the President shall appoint a Nominating Committee from among the voting members of the Society, and designate the Chairman thereof. The Committee shall consist of at least three (3) members, including the President, who shall be an ex officio member having the right to vote only in the event of a tie vote.

 

 

 

 

(b)   Purpose.  The Committee shall select the nominees for Officers and Directors whose terms will expire during the coming year, and for any Officers and Directors where vacancies exist (see Section 507). The Committee shall not limit itself to those individuals with a Scottish surname for any Officer or Directors vacancy.

 

 

 

 

(c)    Schedule.  The names of those selected must be submitted to the Secretary not less than sixty (60) days prior to the Annual General Meeting. Any twenty (20) voting members can nominate a candidate(s) by submitting a petition signed, in total, by all twenty (20) voting members containing the nomination(s) to the Secretary not less than sixty (60) days prior to the Annual General Meeting.

 

 

 

 

(d)   Succession.  The current Vice President shall automatically be nominated for President.

 

 

 

 

(e)    Write-ins.  No other nominations shall be considered, except that nothing herein shall be construed to preclude a write-in candidate(s).

 

 

 

 

(f)     Eligibility.  Neither, husband and wife, nor, co-habitants, shall be able to serve as Officers of the Society at the same time.

 

Section 510. Elections.  Elections of Officers and Directors shall be held at the Annual General Meeting. 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. Elections shall be by secret ballot.Nothing herein shall preclude the membership from electing said officers by acclamation should such a motion be presented and accepted.

 

ARTICLE VI

 

MEETINGS OF THE BOARD OF DIRECTORS

 

Section 601. Meetings.  At least four (4) Meetings of the Board of Directors shall be held in each year, with no less than one meeting per calendar quarter. The President, at his/her discretion, or the Secretary upon the written request of any five (5) voting members of the Board of Directors, may call a meeting of the Board of Directors.

 

Section 602. Action by Telephone and Correspondence.  Board of Directors 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 Board of Directors members voting, within two (2) weeks of the date of the vote. The Board of Directors may also act through correspondence, including e-mail, provided that any action taken be by at least two-thirds (2/3) vote. Board of Directors members shall have ten (10) 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 Board of Directors member, postmarked at least ten (10) 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 Board of Directors members.

 

Section 604. Quorum.  Except for emergency matters, and Board of Directors 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.  Board of Directors members shall be permitted to vote at Board of Directors meetings by special written proxy limited to a specific issue or issues. Voting by general proxy shall not be permitted.

 

Section 606. Minutes.  Minutes of the proceedings of all Board of Directors meetings shall be presented to each Board of Directors member within fourteen (14) 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 Board of Directors. 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 Board of Directors 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 Board of Directors may establish standing Committees which shall perform such duties and functions as may be prescribed by the Board of Directors. 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 Board of Directors.

 

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 Board of Directors.

 

Section 703. Appointments.  The Board of Directors 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

 

MISCELLANEOUS

 

Section 801. Fiscal Year.  The fiscal year shall be from September 1st through August 31st each year.

 

Section 802. 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 803. Agenda Items.  Any voting member 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 thirty (30) days prior to the date of the meeting.

 

Section 804. Compensation to Society Members.  No Officer, Board of Directors member, nor any member of the Society acting by appointment or under the authority of the President or Board of Directors 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 805. Bonding.  Should the Board of Directors 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 Board of Directors, at the expense of the Society.

 

Section 806. 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 Board of Directors. All electronic or digital e-commerce transactions shall be in accordance with such guidelines as may be established from time to time by the Board of Directors.

 

ARTICLE IX

 

AMENDMENTS

 

 

 

 

Section 901. 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 902. Proposals for Amendments.  Proposed amendments to these Bylaws may be initiated by the Board or upon the petition of twenty (20) or more voting members.

 

ARTICLE X

 

SPECIAL PROVISIONS

 

Section 1001. Allegiance.  As a Society within the United States of America, all Officers, Directors and appointees of this Society shall at all times obey the laws of the United States of America. These Bylaws shall at all times be construed, to the fullest extent possible, to conform to the laws of the United States of America. Should there be a conflict between any of these Bylaws and the law of the United States of America, then to the extent of such conflict, the Bylaw shall be invalid in such jurisdiction.

 

 

 

 

Section 1002. 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 1003. Political Activity.  Officers and members of the Society shall not, in the name of the Society, engage in local, state, national or international political activity.

 

Section 1004. 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 Board of Directors of the Society (“Member”) shall be indemnified against all expenses, including legal fees (reasonably incurred with the approval of the Board of Directors), 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 Board of Directors 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 Board of Directors.

 

Section 1005. 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 Board of Directors deem this to be impractical, the Board of Directors shall distribute the remaining assets to a non-profit fund, foundation, or corporation organized and operated in the United States of America exclusively for charitable and educational purposes as described in Article II of these Bylaws.

 

 

 

 

Revisions:

 

19 October 2006:

 

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

 

01 July 1991:

 

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

 

 

 

 

Current Officers and Board:

President  - Charles McCLoud
Vice-President - David Bayne
Treasurer  - Irene Troy-Macdonald
Secretary - Janie Daugherty

Board Members

Jean Lulue  -   Kerri Burns - xo Officer   -  Jane Pierce  -  Jim Clark

Contact for officers and board:

Scottish Society of Mobile
PO Box 82074
Mobile, AL 36689
251-533-0703  (Kerri Burns)

info@scottishsocietyofmobile.org