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The Clan Chisholm Society

Constitution

Adopted at the May 2002 Annual General Meeting

Table of Contents

ARTICLE I. Name

ARTICLE II. Definitions

ARTICLE III. Objects

ARTICLE IV. Membership

ARTICLE V. Subscriptions and Assessments

ARTICLE VI. Officers of the Society

ARTICLE VII. Duties of Officers of the Society

ARTICLE VIII. Branches

ARTICLE IX. Clan Council

ARTICLE X. Duties of the Clan Council

ARTICLE XI. Clan Council Meetings

ARTICLE XII. Executive Committee

ARTICLE XIII. Proxies

ARTICLE XIV. General Meetings

ARTICLE XV. Annual General Meetings

ARTICLE XVI. Special General Meetings

ARTICLE XVII. Dissolution

ARTICLE XVIII. Power to Sue

ARTICLE XIX. Indemnity

ARTICLE XX. The Law

ARTICLE XXI. Fiscal Year

ARTICLE XXII. Notices

ARTICLE XXIII. Miscellaneous


The Clan Chisholm Society

CONSTITUTION

Adopted at the May 2002 Annual General Meeting


ARTICLE I.
Name

The name of the Society will be The Clan Chisholm Society.


ARTICLE II.
Definitions

In the Constitution of The Clan Chisholm Society, unless the context otherwise specifies or requires:

(a) Branch shall mean a regional subsidiary part of the Society formed for administrative convenience or an affiliated autonomous society or organization having a separate constitution not in conflict with that of the Society and having cultural and social objectives supportive of the Society. A Branch shall consist of Life Members, Ordinary Members and Honorary Members.

(b) Branch Representative shall be an individual or an alternate who is appointed/elected by each Branch to represent the members of the Branch on the Executive Committee and the Clan Council and as such is empowered to attend, act and vote at all Executive Committee meetings and Clan Council meetings on behalf of the members so represented.

(c) Clan Chisholm shall mean the social group of individuals having a common connection to the Chisholm surname, however spelt, domiciled in or originally from Scotland and historically under the patriarchal control of their chief, Chisholm of Chisholm, known as The Chisholm.

(d) Clan Council shall mean the governing body of the Society who shall exercise all such powers and do all things as may be exercised or done by the Society.

(e) electronic meeting procedure shall apply to either a Clan Council meeting or a general meeting where electronic mail is used to register votes for or against a question contained in a previously circulated agenda. Any motion which may be passed or any act that may be done under the electronic meeting procedure shall be deemed to have been regularly passed or done notwithstanding the fact that no physical meeting has been convened.

(f) Executive Committee shall be the executive body of the Society who shall be responsible for the day-to-day business of the Society.

(g) Members of the Society shall mean Ordinary Members, Life Members and Honorary Members.

(h) Officers of the Society shall include a President, Vice Presidents, not exceeding two (2) in number, a Secretary and a Treasurer.

(i) the Society shall mean The Clan Chisholm Society.

(j) Trustee shall mean a person appointed by the Clan Council who can legally hold property and can act on behalf of the members of Clan Chisholm.


ARTICLE III.
Objects

The objects and purposes of the Society are:

(a) To promote and foster the Clan Spirit and to provide a focal point for and a means of expressing Clan sentiment in order to keep clansmen in touch with one another in all parts of the world.

(b) To encourage and promote the study and preservation of the history, folklore, literature, music, treasure and tradition of Clan Chisholm, and such other subjects as may be of common interest to the members of the Society.

(c) To acquire and hold lands and buildings in Strathglass and in Inverness-shire or elsewhere as the property of the Society and to negotiate and obtain agreements for visiting rights to properties of historical interest to Clan Chisholm, with a view to maintaining the connection of Clan Chisholm with its ancestral home.

(d) To acquire and hold objects of historical or cultural interest to Clan Chisholm.

(e) To compile and publish a list of objects of historical interest to Clan Chisholm including the location of such objects.


ARTICLE IV.
Membership

(a) Membership in the Society shall be categorized and described as follows:

(b) Without prejudice to the right of any person considering himself or herself a member of Clan Chisholm to apply for Ordinary Membership in the Society, the following shall be considered as qualified:

(c) Branches or the Clan Council shall have the power to refuse an application for membership in the Society without assigning a reason.

(d) A Branch or the Clan Council shall have the power to accept an application for membership regardless of qualifying conditions if it decides that such membership will advance the interests of the Society to an important extent.


ARTICLE V.
Subscriptions and Assessments

(a) Ordinary Member Subscriptions:

(b) Life Member Subscriptions:
Each Branch, based on its local requirements for funds and to provide for its future Branch Assessments, shall determine from time to time the amount of a one time, single subscription for Life Members.

(c) Branch Assessments:
An annual assessment will be levied by the Society on each Branch as a means of raising sufficient funds to cover the operating costs of the Society.


ARTICLE VI.
Officers of the Society

(a) The Officers of the Society shall be elected annually at an annual general meeting and shall be eligible for re-election.

(b) All Life Member and Ordinary Members are eligible for election as Officers of the Society.

(c) The office of Secretary and Treasurer may be held simultaneously by the same person.


ARTICLE VII.
Duties of Officers of the Society

(a) The President shall oversee the affairs of the Society and when present, shall preside at all meetings of the Society and of the Clan Council. In the absence of the President, his/her duties may be exercised by a Vice-President or by a Governing Council Member of the Clan Council appointed for such purpose by the Clan Council.

(b) The Secretary shall:

(c) The Treasurer shall:


ARTICLE VIII.
Branches

(a) A Branch shall comply with the provisions contained herein but may make its own Rules or develop its own constitution as regards to the elections of its officers, the establishment of annual membership subscriptions, the raising of funds for its own objectives, conducting and determining place of meetings, and any other matter not otherwise herein provided. Such independent arrangements shall not be in conflict with the provisions hereof.

(b) On or before the last day of December in each year each Branch shall advise the Secretary of:

(c) Branches shall submit to the Secretary on or before the last day of February of each year a report setting forth all pertinent information with respect to the previous year’s activities of the Branch.

(d) Branches to state clearly on all their literature, cheques, etc their respective designation.

(e) Branches are financially independent and shall not directly or indirectly pledge the credit of the Society.

(f) Branches shall provide the Secretary with a written copy of their Rules and/or constitution and provide the Secretary with any changes with respect thereto.


ARTICLE IX.
Clan Council

(a) The Clan Council shall consist of:

(b) The Clan Council may on its own initiative submit for approval to a general meeting an amendment or amendments to the Constitution.


ARTICLE X.
Duties of the Clan Council

The Clan Council shall be responsible for:

(a) The publication of the Clan Chisholm Journal under the direction of the Editor with the net annual cost incurred being recovered from the Branches based generally on the number of copies so requested.

(b) The maintenance of the Society’s official website under the direction of the Web-Master.

(c) The general administration of the affairs of the Society.

(d) The maintaining a watching brief relative to the quality of information being disseminated on Clan Chisholm matters and if appropriate, take all necessary corrective action.

(e) The approval of all projects that may be undertaken by the Society.

(f) The approval, at its last meeting of the year of:


ARTICLE XI.
Clan Council Meetings

(a) The first Clan Council meeting of the year shall be held on or before the last day of February and at such other times and at such places as the President, whom failing, a Vice-President may determine, provided however that such meetings shall be held not less than twice a year.

(b) The Secretary, on instructions from the President or a Vice-President shall give twenty-one (21) days clear notice of a Clan Council meeting to its members signifying the time and date of such meeting, a copy of the agenda, copies of any proposed motions and instruction as to whether or not the meeting will follow electronic meeting procedures.

(c) The Clan Council will meet under the chairmanship of the President whom failing, a Vice-President. However, if the President or a Vice-President is not present, the Clan Council members shall elect a chairman for the meeting.

(d) At any Clan Council meeting seventy-five percent (75%) of its Governing Council Members present or otherwise contributing shall constitute a quorum.

(e) Every motion placed before the Clan Council shall be decided by a majority of votes of the Governing Council Members present apart from the Chairman. In the case of equality of votes, the chairman shall have a deciding vote.

(f) The Secretary shall record the proceedings of all meetings and within forty-five (45) days of such meeting; distribute such minutes by electronic or other means to members of the Clan Council.

(g) In the event electronic meeting procedures are to be followed:


ARTICLE XII.
Executive Committee

(a) The Executive Committee shall be comprised of the Branch Representatives and the President of the Society who shall act as chairman.

(b) Subject to the approval of the Clan Council, the Executive Committee shall have the power to co-opt a Member of the Society to deliberate with it on a specific investigation and debate on a named subject.


ARTICLE XIII.
Proxies

(a) A Member of the Society qualified to vote may appoint his/her Branch Representative or any other Ordinary Member as proxy to attend general meetings, either in person or electronically, to act and vote on his/her behalf.

(b) Branch Representatives may place proxy votes with other Branch Representatives.

(c) Proxy votes may define a specific interest and in such case, the appointed proxy holder shall vote in accordance with such instructions. However, should the proxy holder be a Branch Representative and no such instructions have been received, the Branch Representative shall vote in accordance with the perceived views of his/her Branch, regardless of personal opinion.

(d) All proxies must be in the format provided by the Secretary and registered with the Secretary prior to the meeting and all proxy votes so accepted implies the presence of the originator and prevents duplication.


ARTICLE XIV.
General Meetings

(a) General meetings of the Society, which shall include both special general meetings and annual general meetings and shall be held at such times and at such places as the Clan Council shall from time to time determine.

(b) The Secretary, on instructions by the President or a Vice-President, shall give a minimum of forty-five (45) days notice of a general meeting to the Branch Representatives and such notice shall be deemed to have been thus delivered to all Members of the Society. The said notice shall specify the place, day and hour of meeting, a copy of the agenda, copies of any proposed motion, a form of proxy and instruction as to whether or not the meeting will follow electronic meeting procedures. In the case of special business, the said notice shall give the general nature of that business.

(c) At any general meeting ten (10) Members of the Society present in person or by proxy shall constitute a quorum.

(d) The President shall preside as chairman of a general meeting and in his/her absence, a Vice- President. However, in the event the President or a Vice-President is not present, the Members of the Society present shall elect a chairman for the meeting.

(e) Any Member of the Society may submit a motion to a general meeting.

(f) Every motion placed before a general meeting shall be decided by a majority of votes of the Members of the Society who are present in person or by proxy.

(g) In the case of equality of votes, the chairman shall have a deciding vote.

(h) The Secretary shall record the proceedings of all general meetings and within forty-five (45) days of such meeting distribute such minutes by electronic or other means to the Branches for distribution.

(i) In the event that it is necessary to change the date and/or place of a general meeting, all Members of the Society shall be notified of the new arrangements. The date of a general meeting may be postponed by the procedure herein stated but the date shall not be advanced unless authorized by the Clan Council.

(j) Notwithstanding the foregoing, in the event electronic meeting procedures are to be followed:


ARTICLE XV.
Annual General Meetings

(a) The meeting place of the annual general meeting may be decided at the previous one or by the Clan Council depending on circumstances and shall be held not later than last day of September in each year.

(b) The following shall be presented at each annual general meeting including those held using electronic meeting procedure:

(c) A motion shall be presented by the Secretary at each annual general meeting containing the names of nominees for the positions of President, two Vice-Presidents, Secretary and Treasurer.

(d) An auditor shall be appointed at each annual general meeting to hold office until the next annual general meeting. The auditor shall examine the financial transactions of the Society and express an opinion on the presentation of the Statement of Accounts. The auditor can be an Ordinary Member but not a member of the Clan Council and should have an appropriate accounting background.

(e) An Honorary Counsel, Webmaster, Historian and Editor of the Clan Chisholm Journal shall be appointed at each annual general meeting to hold office until the next annual general meeting.

(f) In the event electronic meeting procedures are to be followed, the notice of meeting shall comply with the provisions of Article XIV (b) hereof.


ARTICLE XVI. (Revised per Minutes of the July 2003 AGM)
Special General Meetings

(a) The Clan Council shall at its discretion or on the petition of seventy five percent (75%) of the Governing Council members call a Special General meeting for the presentation and discussion of special business including confirmation and ratification of amendments and revisions to the Constitution as proposed by the Clan Council.

(b) Any Branch may request a Special General meeting to discuss a special business proposal (provided the Branch members approve by a majority the request to call such meeting).


ARTICLE XVII.
Dissolution

(a) The Clan Council may, with advice of the auditor if any, conclude that the Society be considered insolvent should it be determined that the financial situation of the Society will not cover its legal liabilities or in the immediate future will become inadequate for the purpose, with no apparent remedy available.

(b) The Clan Council may also conclude that the Society be considered insolvent on evidence in writing that all Branches wish to withdraw from membership.

(c) Should the Clan Council agree that the Society should be wound-up and its business terminated in accordance with sub-article (a) or (b) above, a special general meeting shall be called to consider such matter and should an affirmative vote of not less than two-thirds of the Members of the Society present or represented by proxy be obtained, the Society shall be dissolved and in such event, the effective date of dissolution shall be established.

(d) Should agreement to dissolve be obtained in accordance with sub-article (c) above, the special general meeting shall appoint three (3) Trustees who shall:


ARTICLE XVIII.
Power to Sue

The Officers of the Society shall have power to sue for and recover debts, and a receipt for any debt signed by the creditor shall be sufficient evidence of payment thereof.


ARTICLE XIX.
Indemnity

Governing Council Members shall be indemnified against all losses and expenses incurred in or about the discharge of their duties, except where such losses or expenses are incurred as a result of their own personal wilful act, neglect or default.


ARTICLE XX.
The Law

The terms and provisions of this Constitution will in all cases be interpreted according to the Law of Scotland.


ARTICLE XXI.
Fiscal Year

The fiscal year of the Society shall end on the 31st of December in each year.


ARTICLE XXII.
Notices

Unless otherwise specifically provided, any notice required by the Constitution shall be effectively given if it is in writing and mailed, delivered personally or delivered electronically to the person entitled to receive it.


ARTICLE XXIII.
Miscellaneous

(a) Whenever the plural or masculine or neuter is used in the Constitution, the same shall be construed as meaning the feminine and vice versa where the context so requires.

(b) Whenever the words "in writing" are used in the Constitution, the same shall be construed as meaning "by electronic means