Scottish Heritage Society of the South
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Scottish Heritage Society of the South
Name and Organization
I.) The Name of this organization shall be SCOTTISH HERITAGE SOCIETY of the SOUTH and it shall hereinafter be referred to as THE SOCIETY.
II.) The Society was formed on September 15, 2018 at an organizational meeting held at the Pacific Buffet Meeting Room, Marietta, GA.
III.) The Society was incorporated on October 1, 2018 as a non-profit corporation under the laws of the State of Georgia and in the name of SCOTTISH HERITAGE SOCIETY OF THE SOUTH, Ltd.
IV.) THE OFFICIAL ADDRESS of the Society shall be the address of the President, until such time as a permanent mailing address can be established. The address is 1791 Hasty Rd., NE, Marietta, GA 30062. County of Cobb.
V.) The logo of the Society shall be the Scottish Heritage Society of the South crest.
VI.) THE TARTAN of the Society shall be the “Flower of Scotland” tartan as registered and described by the Scottish Register of Tartans.
PURPOSE OF THE SOCIETY
I.) The purpose is to keep alive an understanding of the History of Scotland for current and future generations:
II.) To promote and perpetuate an understanding of Scottish heritage, customs, symbols, and traditions;
III.) To promote and sponsor state, and regional Scottish oriented gatherings;
IV.) To sponsor such projects from time to time that would encourage understanding and would perpetuate our Scottish heritage and customs.
V.) To operate as a modern day Clan providing the membership with the “Clan Experience”.
BOARD OF DIRECTORS
I.) The Board of Directors of the Corporation shall manage the affairs of the Corporation and shall have all of the powers authorized by the laws of the State of Georgia, including the management and control of its business, funds, and properties.
II.) The Board shall number four as the founding Board. Two members of the Board will be appointed for two year terms and two members for four year terms. Additional Board members may be added as needed and approved by the Board.
III.) The Chairman of the Board will be elected by the Board and shall be one of the members of the Board.
IV.) The Board will appoint the Officers of the Corporation.
V.) The Board members and Officers shall serve without compensation. All members shall be reimbursed for Board approved expenses incurred on behalf of the Corporation.
VI.) The regular Annual meeting of the Board shall be held on the fourth Saturday of October at the same place as the annual meeting of members. The meetings may be held electronically.
VII.) A majority of the Board shall constitute a quorum for the transaction of business at any meeting of the Board.
VIII.) Any vacancy occurring in the Board and any Directorship to be filled by reason of an increase in the number of Directors shall be filled by the Board. A Director appointed to fill a vacancy shall serve for the unexpired term. Newly elected Directors shall serve for a term of two years.
IX.) Voting by Board members may be done in person, by proxy, by telephone, by electronic transmission, or by written ballot submitted to the Chairman prior to the election meeting.
X.) All grievances by members or others shall be directed to the President who shall then convey it to the Board who shall act on it promptly.
XI.) The Board shall approve the expenditure of all funds.
XII.) The Board shall oversee and be responsible for all aspects of all publications distributed to the membership.
XIII.) The Board shall have the power and authority to remove any Officer or other Official, whether elected or appointed, from his Office for: (1) failure to perform the duties of office; (2) for just cause; or (3) for refusing to carry out the duties and responsibilities assigned by the President or Executive Board.
XIV.) Vacancies in officers in the Society shall be filled by appointment by the President, within 30 days of the vacancy, with approval by the Board.
XV.) The Board shall have the authority to approve the President's appointment of Representatives to officially represent the Society in specific areas, states, regions or other localities; and to represent it in specific matters and for specific events.
XVI.) The Board shall have the authority to amend or revise the By-laws of the Society.
I.) To qualify for membership one must have an interest in the history and culture of Scotland and desire to experience the activities associated with the Clan culture.
II.) The Society shall have the following classes of membership:
(A) Individual membership shall be open to all who qualify.
(B) Family membership will be open to families consisting of two adult members of the same household and their children seventeen (17) years and under, who qualify in all respects as individual members.
(C) Honorary membership will be extended to those persons, as determined by the Board, who have made outstanding contributions to the Society and to its Scottish Heritage and traditions.
(D) Patron membership is extended to any member who makes a significant donation to the Society.
III.) Memberships will be for a term of one (1) year and will begin on January 1st or July 1st of each calendar year.
IV.) Membership dues shall be set by the Board.
V.) Membership may be terminated if dues are not current within 90 days after the date on which it was due.
VI.) A Member, regardless of class of membership, can be dropped from the rolls of the Society by unanimous affirmative vote of The Board.
VII.) All members shall be issued a membership number and a membership card for the year that the dues are paid.
I.) Election of officers and members of the Board shall be conducted at the October Board meeting. Elections shall be held every year.
II.) The Board shall elect its officers for rotating terms for two positions at a time, every other election year for a term of two (2) years, every other election as follows:
President and Treasurer;
Vice President and Treasurer
III.) The founding Officers and Board members will be appointed by the President; the President and Treasurer for two year terms, the Vice President and Secretary for one year terms.
IV.) An Election Officer will be appointed by the President, approved by the Board, whose responsibility it will be to advise the Board of those who are interested to being elected to a particular position and to present their credentials to the Board at the October Board meeting.
V.) Officers and Board Members may be elected to succeeding terms.
VI.) Election of Officers and Board Members will be by simple majority of votes cast.
VII.) A member may hold only one Office. An elected Officer may also hold an Executive Board position.
VIII.) The incoming Officers and Board members shall take office on January 1 following the election.
The incoming officers shall receive the records pertaining to the office.
(A) The President shall receive the President's files, and all other records pertaining to the office.
(B) The Vice-President shall receive all records pertaining to the office.
(C) The Secretary shall receive all records, membership rolls, files, correspondence, and all other items pertaining to the office; and
(D) The transition of the Treasurer shall be conducted in the following manner:
(1) The Treasurer shall receive all records, financial reports, bank accounts, check books, cancelled checks, and all other items pertaining to the office;
(2) Prior to the transfer of access to funds, the Board shall cause an audit to be made of the outgoing Treasurer's records.
OFFICERS AND DUTIES
I.) The Officers of the Society shall be made up of: President; Vice-President; Secretary; and Treasurer.
Shall conduct and preside at all meetings of the Society;
2. Shall appoint all committees;
Standing committees are: Membership, Fundraising, and events and Games
3. Shall make interim appointments to fill any vacancies of an elected official or other such vacancy in the Society as it may occur from time to time; shall have the authority to appoint Representatives to officially represent the Society in specific areas, states, regions or other localities; and to represent it in specific matters and for specific things and events with the approval of the Board;
4. Shall sign all contracts with the Secretary that have been approved by the Board;
5. May direct the Treasurer to disburse any fund or pay any debts or bills;
6. Shall perform such other duties as may be designated from time to time by the Board:
7. Shall confer with other Officers and the Board from time to time, seeking their advice and keeping them apprised of the affairs of the Society.
(A) Shall perform the duties of the President in his/her absence:
(B) Shall serve as the coordinator for all meetings and gatherings of the Society;
(C) Shall perform such other duties as may be designated from time to time by President or the Board.
(A) Shall keep the permanent records of the Society;
(B) Shall keep the permanent record of the membership of the Society, and the permanent record of the minutes of the Annual General Meetings of the Society.
(C) Shall sign with the President all contracts and other documents on behalf of the Society; and
(D) Shall perform such other duties as may be designated from time to time by President or the Board.
(A) Keep a permanent record of all financial matters of the Societey
(B) Have charge and be responsible for all funds of the Society;
(C) Co-sign with the President all checks that shall be drawn on the Society;
D) Make monthly reports to the President, the Board, and no less than bi-annually to the general membership;
E) Prepare the annual budget with the advice and consent of the Board:
F) Cause an annual audit to be made in time to be presented at the Annual General Meeting;
(G) Perform such other duties as may be designated from time to time by President or the Board.
II.) REMOVAL FROM OFFICE. The Board shall have the power and authority to remove an officer for failure to perform the duties of his office.
III.) VACANCIES in the office of Vice-President, Secretary, Treasurer, or Board member of the Society shall be filled by appointment by the Chairman of the Board, within 30 days of vacancy, with approval of the Board and those appointed shall serve until the next election.
Vacancy in the office of the President shall be filled by the Vice-President and he or she shall serve until the next election.
I.) There will be an Annual General Meeting (AGM) of the Society, at a time and place designated by the Board. The AGM meeting may be held electronically, to conduct the business of the Society.
II.) Meetings of the Board shall be held at the call of the President or at the request of the Board. The Board meeting may be held electronically.
III.) Reasonable notice of the meetings of the Board shall be given in advance and shall set forth the time and place. The purpose of the meeting need not be given.
SERVICES, EXPENSES, AND FUNDS
I.) Members holding office or members serving in any capacity in the Society serve on a voluntary basis and do so without pay.
II.) All legitimate expenses incurred by officers and others on behalf of the Society shall be promptly reimbursed.
III.) All funds generated from membership fees, sale of merchandise, and undesignated gifts shall go into the General Treasury Fund and it shall be used to carry on the business of the Society.
I.) These By-Laws may be revised, amended or rescinded from time to time by an affirmative vote of the members of the Board of Directors.
II.) Proposed changes may be made by members of the Society by submitting such recommendations in writing to the Chairman of the Board who shall bring it before the Board for consideration.
THE OFFICIAL PUBLICATION
To be completed
In the event of the termination or dissolution of The Society, all assets shall be conveyed to an organization(s) qualified as a charitable or educational organization(s).