CLAN MACFARLANE WORLDWIDE, INC.
Effective 4 April, 2022
ARTICLE I. OFFICES
Section 1.1 Principal Office. The principal office of Clan MacFarlane Worldwide, Inc. (“CMW”) is in the state of Kansas and will be located in the city of Lawrence, county of Douglas. The corporation may have other offices, either within or outside of the state of Kansas, as the Board of Directors may determine or as the affairs of the corporation may require.
Section 1.2 Registered Office. The corporation will maintain in the state of Kansas a registered office, and a registered agent whose office is identical with the registered office, as required by the Kansas Secretary of State. The registered office may be, but not need to be, identical with the principal office in the state of Kansas, and the address of the registered office may be changed from time to time by the Board of Directors.
ARTICLE II. PURPOSE and GOALS, MISSION, AND USE OF FUNDS
Section 2.1 Purpose and Goals. The purpose of Clan MacFarlane Worldwide, Inc., is set forth in its Articles of Incorporation, as from time to time amended or restated. Namely, CMW is organized exclusively for, charitable, and educational purposes within the meaning of 26 U.S.C. §501(c)(3) of the Internal Revenue Code. Specifically, CMW is organized to promote the general interest in Clan MacFarlane and to cultivate a spirit of kinship, fellowship, and friendship among MacFarlanes, their descendants, and their septs throughout the world. Further, CMW’s purpose is to inspire among members the pride and spirit of Scottish ancestors embodied in their history and ideals and in athletics, music and dance, to honor our Scottish heritage, and to preserve and perpetuate the customs and ethics of our forbearers. Additionally CMW proposes, to collect and preserve literary, historical, and genealogical records and documents and relics relating to the history of Clan MacFarlane, and to sponsor Clan tents and other presence at Scottish Highland Games, gatherings, and festivals for education and promotion of public awareness of Clan history and culture.
Section 2.2 Mission. CMW will develop a mission statement and goals to express its purposes, vision and objectives, which will be approved by the Board of Directors, and reviewed from time to time as circumstances dictate. It will disseminate its statement of mission and goals in such manner as the Board of Directors will determine.
Section 2.3 Use of Funds. CMW is not formed for financial or pecuniary gain; and no part of the assets, income, or profits of CMW is distributable to, or inures to the benefit of its directors or officers or any other private person, except to make payments and distributions in furtherance of the purposes of CMW, as set forth in the Articles of Incorporation and Section 2.1 and 2.2 above.
Article III. MEMBERS
Section 3.1 Classes of Members. With the exception of junior members (re: 3.1.5), a member will be a person eighteen years of age or older, bearing the surname MacFarlane in any of its various forms or spellings or of any of the family sept names of Clan MacFarlane, by birthright or descent from paternal or maternal lineage, by marriage, or adoption. CMW will have six (6) classes of members. The designation of the classes and the qualification and rights of the members of the classes will be as follows:
3.1.1 Individual Member – a voting member who may hold office or serve on the Board of Directors. An individual member will be listed on the rolls as an individual member
3.1.2 Honored Member – an honored membership may be given to a person who is eligible for individual membership, or is currently a member, who has given outstanding service to CMW, or who has distinguished himself/herself by his/her contributions to CMW. An honored member will be listed on the rolls as an honored member.
(1) The honored member will have all privileges of an individual member, but will be exempt from dues;
(2) Any member of CMW may nominate an individual for honored membership by written recommendation to the Secretary; and
(3) Honored membership will be approved by majority vote of the Board of Directors.
3.1.3 Family Member – a spouse of an individual member will have all the rights of an individual member which includes the ability to vote and hold office.
3.1.4 Founding Member – a voting member with all the same rights as an individual member, but designated by title as a founder of CMW. A founding member will be listed on the roll as a founding member. Founding members are those members who enrolled between July 4, 2010 and September 15, 2011.
3.1.5 Junior Member -- a person under the age of eighteen who is otherwise qualified for individual membership. He/she must be sponsored by an active member. He/she may not vote or hold office; a junior member will be listed on the rolls as a junior member.
3.1.6 Associate Member -- a person who does not meet the requirements for individual membership, but is interested in the furtherance of the purposes, ideals, and goals of CMW. The associate member may not vote or hold office; however, he/she may serve in an advisory capacity and may serve on committees. An associate member will be listed on the rolls as an associate member.
Section 3.2 Admission as a Member. Membership is not automatic. Approval of membership for a voting member/s is dependent upon a completed application and payment of the requisite membership fee as established by the Board of Directors. The Board of Directors will have full authority and discretion to refuse membership if the applicant has exhibited conduct deemed by CMW to be prejudicial to its best interests.
Section 3.3 Dues and Assessments. Dues for each class of paying membership, and the date of payment thereof will be determined by the enrolment date of the member. Accounts that become “past due” will be automatically denied access to the CMW website members’ area, pending payment of membership dues. Paying memberships will revert to an expired status until such time that the membership has been paid.
Section 3.4 Setting of Dues. The amount of annual dues is set by the Board of Directors.
Section 3.5 Termination of Membership. A member may resign at any time. The Board of Directors will have full authority and discretion to suspend or expel any member for the violation of these Bylaws or any rules and regulations duly adopted by the Board of Directors of CMW or by reason of any conduct deemed by CMW to be prejudicial to its best interest. Prior to suspending or expelling a member, the Board of Directors will give not less than thirty (30) calendar days prior written notice of such suspension or expulsion to the member and the reasons therefore and provide to such member a hearing not less than five (5) days before the effective date of such suspension or termination by the Board of Directors.
Section 3.6 Voting Rights. Each voting member will be entitled to one vote on each matter submitted to a vote of the members. Family memberships provide one vote per spouse.
Section 3.7 Annual Meeting of Members. An annual meeting of the members of CMW will be held on such date and at such place as may be determined by the voting members in attendance personally or electronically at the Annual Membership Meeting (the “AMM”). The business to be transacted at such meeting will be the annual report of officers, directors and committee chairs on the activities and financial condition of CMW and such other business as will be properly brought before the meeting (i.e., published agenda).
Section 3.8 Place of Meetings. The members will designate any place, either within or without the State of Kansas, as the place of meeting for the Annual Membership Meeting by vote, completed during each Annual Membership Meeting. Place of the annual Membership Meetings will be determined two (2) years in advance of each meeting. If the AMM cannot be held because of unforeseen circumstances, then the Board will recommend a one-time alternative to be agreed on by a majority vote of the Board of Directors.
Section 3.9 Notice of Meetings. Notice of the date, time and place of each annual and special meeting of members and, in the case of a special meeting, a description of the purpose or purposes for which the meeting is called, will be given no fewer than ten (10) days nor more than two (2) months before the date of the meeting.
Section 3.10 Record Date. The Board of Directors will notify members of the record date. Record date is defined as "the date on which membership fees must be paid in order to vote." The record date will be sixty (60) days in advance of any action requiring a membership vote.
Section 3.11 Members’ List. After the record date for a meeting has been fixed, the membership chair will prepare a list of the names of all voting members. This list will be filed in a secure electronic location and accessible only by the membership chair, CMW secretary and/or designated member of the Board. A member can inquire as to his/her inclusion on this list. The voting members’ list will not be sold for commercial or advertising purposes by CMW or any member.
Section 3.12 Quorum; Adjournment. Once a member is represented for any purpose at a meeting, the member is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting. A quorum is defined by Article XI, Sec. 4 of these Bylaws.
Section 3.13 Proxies. Pursuant to K.S.A. § 17-6502, members may vote by proxy at an “in-person” meeting. A member may designate another member to cast a vote on his behalf by proxy, but evidence of said vote should be provided to the presiding office or secretary.
Section 3.14 Presiding Officer and Secretary. The Annual Members Meeting of voting members will be presided over by the current President or a Designated Board Member. If neither is present, a Chair will be chosen by a majority of the members entitled to vote at such meeting. The Secretary .will act as secretary of every meeting, but if the Secretary is not present at the AMM, a majority of the members entitled to vote at such meeting will choose any person present to act as a secretary of that meeting.
Section 3.15 Non-profit Status. No member will use his/her association with Clan Macfarlane Worldwide for personal or monetary gain, however, CMW may remunerate a member (i.e., pay a person for services performed) if the payment between CMW and the member was authorized by the Board of Directors.
ARTICLE IV. BOARD OF DIRECTORS
Section 4.1 General Powers. The business and affairs of CMW will be supervised by its Board of Directors, which will exercise in the name of and on behalf of CMW all of the rights and privileges legally exercisable by CMW as a corporate entity, except as may otherwise be provided by law, the Articles of Incorporation, or these Bylaws. The Board of Directors, as the governing body of CMW, will have the authority to receive, administer, and distribute property on behalf of CMW in accordance with the provisions set forth in Article II of these Bylaws.
Section 4.2 Number and Tenure The Board of Directors consists of 9 members, who will serve for a term of 3 years. Three of these positions will be elected every year. The term of office commences Jan. 1st following the election and ends December 31st at the end of the 3 year term. After two consecutive terms, should a Director want to serve again on the Board, he/she must wait one full year before running again.
Section 4.3 Limited Personal Liability of Directors. No person who is or was a director of CMW, nor such person’s heirs, executors or administrators, will be personally liable to CMW for monetary damages for breach of fiduciary duty as a director; provided, however, that this provision will not eliminate or limit the liability of any such person: (1) for any breach of a director’s duty of loyalty to CMW; (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or as amended from time to time. No repeal or modification of the provisions of this Section 4.3, either directly or by the adoption of a provision inconsistent with the provisions of this Section, will adversely affect any right or protection, as set forth herein, existing in favor of a particular individual at the time of such repeal or modification.
Section 4.4. Contracts All contracts must be approved by a majority vote of the Board of Directors before being signed. The President will sign with the Secretary or any other agent there unto authorized by the Board of Directors, instruments which the board of Directors has authorized to be executed except in cases where the signing and execution thereof will be expressly delegated by the Board of Directors of these Bylaws to some other agent of the Corporation, or will be required by law to be otherwise signed or executed.
Section 4.5 Expenditures There will be two levels of financial expenditure approvals: upper and lower. An upper level expenditure must be authorized by the Board in advance. A lower level expenditure may be authorized by a Board member or Committee Chairman within the guidelines of his or her duties. The upper and lower level dollar limits will be agreed on annually by the Board of Directors.
Section 4.6 Board of Director Meetings
Section 4.6.1 Annual Meeting. The annual meeting of the Board of Directors will be held in January. The election of the executives for the new year will be completed during the Board’s annual meeting.
Section 4.6.2 Regular Meetings. The Board of Directors will meet on a schedule to be agreed upon at the annual meeting in January.
Section 4.6.3 Special Meetings. Special meetings of the Board of Directors may be called by the President, or at the request of any director with the agreement of a simple majority vote of the Board. The exception to this is where an urgent vote is required on an uncontentious topic, and that vote can be easily obtained via email.
Section 4.7 Notices. Notice of each annual meeting will be given at least one (1) month prior thereto. A notice of any special meeting will be given at least two (2) days prior thereto. Should the need arise, the Board may vote by electronic means to adjust the meeting schedule with a majority of Board approval. (Refer to section 4.8). Notice will be conveyed by electronic means including an invitation on the corporate calendar. The board will make an attempt to call any member not accepting the invitation. The business to be transacted at, or for the purpose of, any special meeting of the Board of Directors, must be specified in the notice of such meeting. The attendance of a director at a meeting will constitute his/her acknowledgement of such meeting. The exception is where a director attends a meeting for the sole and express purpose of objecting to the transaction of any business because the meeting (in his/her opinion) was not lawfully called or convened. The meeting may continue if a two-thirds majority of the board does not endorse the objection or votes in opposition to the objection.
Section 4.8 Quorum and Participation in a Meeting. A majority of the total number of Directors in office will constitute a quorum for the transaction of business at any meeting of the Board of Directors. The members of the Board of Directors, or any committee designated by the Board, may participate in a meeting of the Board or of such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear one another; and participation in a meeting pursuant to this provision will constitute presence in person at such meeting. Promptly after each respective meeting of the Board of Directors, each director will be furnished a copy of the minutes of such meeting.
4.8.1 Rules of Order. CMW will conduct their meetings following a customized system of procedures. Refer to the document titled RULES OF ORDER for CMW BOARD MEETINGS.
4.9 Electronic Voting. When necessary, the Board of Directors may vote by electronic means on urgent issues that require immediate attention. The vote result will be included in the subsequent Board of Directors meeting minutes.
Section 4.10 Manner of Acting at a Meeting. Each director will be entitled to one (1) vote upon any matter properly submitted for a vote to the Board of Directors. The act of a majority of the Directors present and who vote at a meeting at which a quorum is present will be the act of the Board of Directors, except as may otherwise be specifically provided by law, by the Articles of Incorporation, or by these Bylaws. Members of the Board of Directors absent from any meeting shall not be permitted to vote at such meeting by written proxies.
Section 4.11 Vacancies. Any vacancy occurring on the Board of Directors at any time for any reason may be filled by the affirmative vote of a majority of the remaining Directors, so long as the requirements of Section 5.2 and 10.1.1 are met. An individual designated to fill a Director position will serve for the unexpired term of his or her predecessor in office, or, if there is no predecessor, until the next election of Directors.
Section 4.12 Removal. Any or all of the Directors may be removed for cause or without cause as follows:
(1) “for cause,” by vote of two-thirds of the total number of the Directors of CMW; or
(2) “without cause,” by vote of eight-ninths of the total number of the Directors of CMW.
For purposes of this provision, “cause” will mean final conviction of a felony, declaration of unsound mind by court order, adjudication of bankruptcy, non-acceptance of office, conduct prejudicial to the interest of CMW, a vote of “no confidence,” or absence from three (3) or more consecutive meetings of the Board. Removal of a director will also constitute removal as an officer of CMW and as a member of all committees of the Board.
Voting members may also request removal of a Director by presenting a signed petition of 20 current voting members to the Board of Directors for consideration.
Section 4.13 Resignation. A director may resign his or her position on the Board of Directors at any time by tendering his or her resignation “in writing” electronically to the President or in the case of the resignation of the President, to the Secretary. A resignation will become effective upon the date specified in such notice, or, if no date is specified, upon receipt of the resignation.
ARTICLE V. OFFICERS
Section 5.1 Number There will be a President, Vice-President, Secretary and Treasurer of the Board of Directors, each of whom will be elected in accordance with the provisions of this Article. The Board of Directors may also elect such other officers and assistant officers as the Board of Directors may deem necessary or appropriate.
Section 5.2 Election and Term of Office. The President, Vice-President, Secretary and Treasurer will be elected annually by the Board of Directors from among its membership at its annual meeting. The President, Vice-President, Secretary and Treasurer will hold office for a term of one (1) year or until his or her earlier death, resignation or removal from office in the manner hereinafter provided. The President, Vice-President, Secretary and Treasurer may not immediately succeed himself or herself in the same office for more than one (1) succeeding term. Accordingly, such officer may not serve in such office for more than two (2) consecutive terms, with partial terms being disregarded for this purpose. Terms will commence in January following an election and will end 31 December of the same year.
Section 5.3 Duty to Report to Members. The President and Treasurer will submit to the Secretary, an annual written report for the members to be included into the minutes at the AMM. These reports will be subsequently published for the membership on the website and in the newsletter that directly follows conclusion of the AMM.
Section 5.4 President. The President will:
- Preside as the Chair at all meetings of the Board of Directors and the Executive Committee;
- Be the principal executive officer of CMW and will, in general, perform all of the duties and have all of the authority specified in such Position Description as the Board of Directors may adopt from time to time;
- Serve as the official representative of the Clan MacFarlane Worldwide, Inc., or designate his/her substitute. He/she will represent CMW in all activities with other clans, clan societies, and associations; and
- Will encourage the Directors of the Corporation, as well as other volunteers, to use their energies and abilities to advance the purposes of CMW.
Refer to section 4.4 on Presidential duties related to contracts.
Section 5.5 Vice-President. In the absence of the President or in the event of his or her death, inability or refusal to act, the Vice-President will perform the duties of the president, and when so acting, will have all the powers of, and be subject to all the restrictions upon, the Chair. Any Vice-President will perform such other duties as may from time to time be assigned to him or her by the President or by the Board of Directors.
Section 5.6 Secretary. The Secretary will:
- Keep the minutes of the proceeding of the Board of Directors and the AMM in electronic files provided for that purpose;
- See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records,
- Keep a register of the post office address, telephone number and email address of each member of the Board of Directors and Advisors, which address will be furnished to the Secretary by each director and advisor; and
- In general perform all duties incident to the office of secretary and such other duties as may from time to time be assigned to him or her by the President or by the Board of Directors.
The Secretary will serve ex-officio as a member of the Bylaws Committee as it is constituted from time to time. The Secretary will also ensure that any approved amendments to the bylaws are updated on the CMW website and CMW Corporate Drive.
Section 5.7 Treasurer. The Treasurer will:
- Be responsible for all funds of CMW, oversee the receipt of moneys due or payable to CMW from any source whatsoever;
- Assure the deposit of all such monies in the name of CMW in such banks, trust companies, or other depositories as selected and approved by the Board of Directors;
- Oversee the disbursement of funds of CMW in accordance with the directives of the Board of Directors, assuring proper vouchers/receipts for such disbursements; and
- Render to the Board of Directors, at its annual meeting and at such other times as may be requested by the Board of Directors, an account of all the transactions of the Treasurer and of the financial condition of CMW.
The Treasurer will serve, ex-officio, as a member of the Fiscal Committee of CMW but will not serve as its chair.
The Treasurer will assure compliance with:
(1) Financial standards applicable to non-profit organizations; and
(2) Applicable federal requirements incident to CMW’s tax-exempt status.
The Treasurer will, in general, perform all of the duties incident to the office of Treasurer and such other duties as may from time to time be assigned to him or her by the President or the Board of Directors.
Section 5.8 Removal. Any Board member removed from the Board of Directors pursuant to Section 4.9 will be automatically removed as an officer. The Board of Directors may remove any officer, with or without cause, when, in its judgment, the best interests of CMW will be served thereby.
Section 5.9 Vacancies. A vacancy in any office for any reason may be filled by the Board of Directors.
Section 5.10 Resignation. An officer may resign his or her office at any time by tendering a resignation “in writing” electronically to the President or, in the case of the resignation of the President to the Secretary. A resignation will become effective upon the date specified in such notice, or, if no date is specified, upon receipt of the resignation by CMW.
VI. EXECUTIVE COMMITTEE
Section 6.1 Membership. The Executive Committee will consist of the President, Vice-President, Secretary, and Treasurer.
Section 6.2 Authority. The Executive Committee will consist of the President, Vice President, Secretary and Treasurer. The purpose of the Executive Committee is to serve as advisors for the President as needed. No other authority is held by this committee.
VII. ADVISORY BOARD
The Advisory Board will provide continuity to the original vision of the founders and serve as a “checks and balance” for the operating board as well as provide historical perspective on how and why certain policies and procedures are in place.
Section 7.1 General Provisions
- The Advisory Board shall consist of up to 5 persons who are interested in the purpose and principles of the CMW and have served as past Board Directors of CMW;
- The Advisory Board and each member thereof shall serve at the pleasure of the Board of Directors and may be appointed or removed with or without cause;
- The Advisory Board is bound by the same Code of Conduct which binds the Board of Directors. Refer to section 8;
- The Advisory Board shall advise the Board of Directors as to any matters concerning CMW that are put before it by the Board of Directors;
- The Advisory Board shall not have or purport to exercise any powers of the Board of Directors nor shall it have the power to bind the Corporation in any manner; and
- Any vacancy on the Advisory Board may be filled with a majority vote by the Board of Directors.
Section 7.2 Operations
- Advisory Board members are appointed by the Board of Directors of CMW for a term of 3 years;
- Advisory Board members may be reappointed for additional terms;
- The Advisory Board will be invited to attend all annual and regular Board of Directors meetings; and
- The Advisory Board will receive the minutes of the CMW Board meetings at the same time as CMW’s Board.
ARTICLE VIII. STANDARDS OF CONDUCT
Section 8.1 Standards of Conduct. A director or an advisor of CMW will discharge his or her duties as a director or as an advisor, including duties as a member of a committee:
(1) In good faith with the view that good faith must not only be done, but must be manifestly seen to be done;
(2) As fiduciaries to CMW where they may not put themselves in a position where their interests and duties conflict with the duties that they owe to CMW;
(3) With the care an ordinarily prudent person in a like position would exercise under similar circumstances;
(4) In a manner he or she reasonably believes to be in the best interest of CMW; and
(5) Once elected, a director or an advisor must continue to be a paying member in good standing.
Section 8.2 Reliance on Third Parties. In discharging his or her duties, a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
(1) One or more officers of CMW who the director reasonably believes to be reliable and competent in the matters presented;
(2) Legal counsel, public accountants or other persons as to matters the director reasonably believes are within the person’s professional or expert competence; or
(3) A committee of CMW which the director is not a member, as to matters within its jurisdiction, if the director reasonably believes the committee merits confidence.
Section 8.3 Bad Faith. A director is not acting in good faith if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted by Section 8.2 unwarranted.
Section 8.4 No Liability. A director is not liable for any action taken, or any failure to take action, as a director, if he or she performs the duties of his or her office in compliance with the provisions of these Bylaws, or if he or she is immune from suit under the provisions of K.S.A. § 17-6305.
Section 8.5 Fiduciary. No director will be deemed to be a fiduciary with respect to CMW or with respect to any property held or administered by CMW, including, without limitation, property that may be subject to restrictions imposed by the donor or transferor of such property.
ARTICLE IX. COMMITTEES
Section 9.1 Committees. All committees will consist of three (3) or more voting members. The Committee Chair and members will be recommended, approved or removed by a majority vote of the Board of Directors. The committees will have charge of such duties as may be assigned to them by the Board or these Bylaws, will maintain a permanent record of their actions and proceedings and will regularly submit a report of their actions to the Board. Interested voting members may serve on various committees at the Board’s discretion and agreement of the committee chair. Committees are further tasked with communicating with other committees in order to satisfy the daily functioning of CMW. The list of committee chairs and members will be reviewed annually.
Section 9.1.1 Games and Gatherings Committee. The Games and Gatherings Committee will:
(1) Assist hosting Delegates in planning the Annual Membership Meeting;
(2) Serve as advisors and liaisons to the state/province delegates for representation at Highland games, gatherings, and festivals;
(3) Provide guidance for representing the corporation at tents with the Tent handbook; and
(4) Provide all necessary forms and banners for soliciting/enrolling new members at games and gatherings.
Section 9.1.2 Membership Committee. The Membership Committee will:
(1) Oversee the smooth processing of all applications for membership;
(2) Answer all inquiries concerning membership;
(3) Keep and maintain an electronic file of all active and inactive members in a secure electronic location (e.g., CMW corporate drive) which will be made available to the Board of Directors/Advisors and selected committee members as designated by the Board of Directors;
(4) Work closely with other CMW committees to ensure smooth and quick transfer of all membership information as necessary;
(5) Prepare and provide an annual membership report for inclusion in the newsletter and posting on the website based on end of year (31 December) numbers; and
(6) Report to the members at the AMM on the status of membership. This will be a written as well as an oral presentation.
Section 9.1.3 Heritage Committee. The Heritage Committee will:
(1) Keep and be responsible for gathering and organizing Clan history and the Scottish history as it relates to Clan MacFarlane;
(2) Keep and be responsible for items of antiquity that come into CMW possession;
(3) Work closely with the Genealogy Director and Website Administrator;
(4) Prepare a written report of activities for the Annual Membership Meeting; and
(5) Promote the education and culture of Clan MacFarlane.
Section 9.1.4 Genealogy Committee. The Genealogy Committee will:
(1) Assist members of the Corporation in researching their lineage;
(2) Assist members of the public with questions about MacFarlane genealogy;
(3) Work with FamilyTreeDNA in the MacFarlane project;
(4) Promote the use of DNA testing to our members to further our knowledge of MacFarlane and Septs evolution and connections;
(5) Maintain written and digital records of member’s lineages;
(6) Provide regular reports of the committee’s work to our CMW website and our quarterly newsletter; and
(7) Prepare an annual report of activities for the Annual Membership Meeting.
Section 9.1.5 Publications Committee. The Publications Committee will:
(1) Receive, compile, edit and publish material in the quarterly newsletter.
(2) The publication will be published on the website and made available to paying members in good standing.
Section 9.1.6 Merchandising Committee. The Merchandising committee will:
(1) Oversee copyrighted materials;
(2) Design and manufacture merchandise;
(3) Approve production of materials for purchase with CMW logo;
(4) Negotiate vendor contracts for CMW and submit to the Board of Directors for approval;
(5) Ensure online orders are fulfilled and that a regular inventory of merchandise is conducted; and
(6) Send a monthly report to the treasurer of merchandise sales.
Section 9.1.7 Election Committee. The Election Committee will:
(1) Be comprised of a chairperson and a minimum of two members appointed by the Board of
(2) Announce via electronic means (i.e., mass email) by March 11, to eligible voting members, that nominations for directors are due by April 11;
(3) Ensure each nominated candidate has agreed to run;
(4) Verify with the Membership Committee that each candidate meets the following qualifications to run:
(a) has been a current voting member for a minimum of one (1) years as of April 11; and
(b) is not a current director, officer or commissioner of a competing association.
(5) Receive candidate applications and resumes by May 11;
(6) Publish via electronic means (e.g., mass email), by June 11th, to eligible voting members, a slate of candidates for the Board of Directors with their qualifications for office;
(7) Obtain a list of eligible voters on the Record Date of June 11 from the Chairman of the Membership Committee;
(8) Send electronic ballots to each eligible voting member on August 11 and close the voting at 11:59 p.m. Central Standard Time September 11;
(9) Open electronic results jointly with the Election Committee chair, and a minimum of two designates as approved by the Board of Directors for the purposes of independent verification of the results;
(10) Store the details (i.e., numbers only) to a permanent/protected file on our corporate drive for Election committee member review;
(11) Report the results of the election to the Secretary. The Secretary will then advise each nominated candidate of the results prior to any other announcements; and
(12) Subsequently report, or cause to be reported, the results of the election to CMW members via electronic means (e.g., the CMW web-site, the CMW social media and in the LochSloy!.)
Section 9.1.8 Fiscal Committee. The Fiscal Committee will:
(1) Work with the Treasurer and President to compile an annual budget for the Corporation;
(2) Submit the budget for a simple majority vote/approval of the Board of Directors;
(3) At the request of the board, oversee an (internal) audit of the financial records of the Corporation and submit a report of the audit to the Board of Directors; and
(4) Secure a complete and independent (external) financial audit at the discretion of the Board of Directors.
Section 9.1.9 Information Technology Committee. The Information Technology Committee will be chaired by an approved member of the Board of Directors. The role will be that of a facilitator/coordinator.
The Information Technology committee will consist of three subcommittees:
22.214.171.124 CMW Website Development & Support. This subcommittee will:
(1) Create and/or maintain and register the official website of Clan Macfarlane Worldwide, Inc.;
(2) Coordinate and work closely with other committees;
(3) Prepare a report for the Annual Membership Meeting to be submitted to the Information Technology Committee Chair;
4) Review yearly and recommend administrators/publishers to the Board of Directors for approval. Administrators/publishers must be CMW voting members in good standing; and
(5) Ensure all fees are paid so as to retain the clanmacfarlane.org domain.
126.96.36.199 Social Media Support. This subcommittee will:
(1) Maintain a social networking site (e.g., Facebook™) that is timely with adequate safeguards in place for ensuring materials that are appropriate for public posting;
(2) Screening and approval of new members in a timely manner;
(3) Coordinate and work closely with other committees;
(4) Prepare a report for the Annual Membership Meeting, to be submitted to the Information Technology Committee Chair; and
(5) Review yearly and recommend administrators/moderators to the Board of Directors for approval. Administrators and moderators must be CMW voting members in good standing.
188.8.131.52 Collaboration/Productivity Application Support (e.g., Google Suites™). This subcommittee will:
(1) Provide support to the Collaboration/Productivity application as utilized by CMW (e.g., Google Suites™);
This consists of the following, but is not inclusive to the following: CMW email. CMW Discussion Forums and the CMW Corporate Drive; and
(2) Review administrator rights on a yearly basis. Administrators will consist of the CMW President, Secretary and a member as approved by the Board of Directors.
ARTICLE X HIGHLAND GAMES, CLAN TENTS AND DELEGATES
Section 10.1. CMW CLAN TENTS
Representation of Clan MacFarlane Worldwide with tents at Highland Games, gatherings and festivals is highly encouraged. Additionally,
(1) CMW will budget monies to help finance CMW tents for official area delegates;
(2) The Games and Gathering Commiittee will provide guidance for running a Clan tent;
(3) CMW will provide all necessary forms to Delegates for enrolling new members;
(4) There will be no commercial or business activity at CMW tents wherein any member, officer, director inures a personal monetary benefit or profit; and
(5) Any merchandise to be sold at CMW tents must be approved by the Games and Gathering Committee.
Section 10.2 CMW DELEGATES.
Delegates representing CMW will be approved by the Board of Directors. All Delegates are representatives of CMW and as such will act in good faith to represent all MacFarlanes. They are the “eyes and ears” of CMW and will conduct themselves in a manner that is representative of Clan MacFarlane Worldwide. Delegates will communicate to Games and Gathering Chair about their activities and participation in events. In addition, Delegates will:
(1) Be a current voting member for a period of at least one year prior to appointment. A current voting member, who has not been a member for at least one year, can co-host a tent with an approved delegate;
(2) All Delegates will oversee Clan tents at games, gatherings, and festivals in their areas or assign a designee to take their place, as approved by the Games and Gathering Committee; this includes Delegates maintaining a sign-in sheet for all visitors to their tent;
(3) Submit a report on each Game/Gathering to the Games and Gathering Committee Chair, with details on events and tent visitors for future publication in the LochSloy!. Delegates are encouraged to use Social Media (e.g., CMW Facebook™ Page) to advertise Games and post pictures of visitors to their tents; and
(4) Submit copies of the sign-in sheets, as well as membership applications/fees and existing member renewal fees to the Membership Chair in an expedited manner so that new membership applications, existing member renewals and potential member follow-up can be processed in a timely manner. Completed genealogy forms should also be submitted to the Genealogy Chair in an expedited manner; and
(5) The appointment of Delegates will be reviewed by the Games and Gathering Committee on an annual basis.
Article XI. NOMINATIONS AND ELECTIONS
Section 11.1. NOMINATIONS
(1) Candidates for nomination must be a current voting member for at least one year as of April 11, and not be a current director, officer, or commissioner of a competing association;
(2) Any current voting member may nominate a candidate;
(3) Any current voting member may submit his/her own name for candidacy; and
(4) Nominees will submit a resume of qualifications to the Nomination Committee for consideration and vetting for publication by May 11.
Section 11.2. ELECTIONS
(1) The annual election of directors will take place from August 11 to September 11 each year;
(2) The election committee will conduct the election as per the bylaws outlined in section 9.1.7;
(3) Election of Directors will be sent by electronic ballot to eligible voting members by August 11. Each ballot will be secured to ensure against duplicate voting;
(4) The election of Directors will be by a simple majority of the total votes cast by eligible voting members; and
(5) If there is a tie vote among two or more candidates for the third director seat to be filled:
(a) the Election Chair will notify all parties and the Board:
(b) A run-off election will be held October 1 and close October 11; and
(c) The results will be announced in the same manner as the earlier election.
Article XII. MEETING OF THE CORPORATION
Section 12.1 The Annual Membership Meeting. The Annual Membership Meeting will be held at a site of a gathering for Highland Games or for Scottish Clans. The Meetings:
(1) Will be selected at least two years in advance by the participating members at the Annual Membership Meeting;
(2) Will be held at a different location each year to accommodate the participation of more members; and
(3) If possible, will be coordinated with online access to allow for interactive participation by members who are unable to physically attend.
Section 12.2. Social Meetings and Events. Social events and Clan tents at Highland Games/Gatherings/Festivals are highly encouraged:
(1) This is the primary venue for fulfilling our purpose of cultivating a spirit of kinship, fellowship, and friendship among MacFarlanes, their descendants, and Sept families;
(2) Delegates or their representatives can use this opportunity to share information about Clan MacFarlane and Clan MacFarlane Worldwide, Inc, with the public and potential members;
(3) Local fellowship should also be encouraged by Delegates; and
(4) Refer to section 9.2 for list of Delegate Responsibilities.
Section 12.3. Special Meetings The President, with approval of the Board of Directors, may call a special meeting of the membership. All current voting members are to be contacted about the special meeting by electronic means. Refer to section 3.9 for more details.
Section 12.4. Quorum.
A quorum will be the members present at the Annual Membership Meeting, whether in person, by proxy, or by electronic participation. Refer to section 3.12 and 3.13 for more details on adjournment and proxies.
Article XIII. THE WEBSITE
Section 13.1. The Official Website. The official Website for Clan MacFarlane Worldwide, Inc. is: https://www.clanmacfarlane.org .
Section 13.2 The Website Communication. The official website will be a venue for communicating Corporation activities with the membership and include, but not be limited to:
(1) The quarterly publication;
(2) Minutes of the Annual Membership Meeting and any Special Meetings of the Membership;
(3) Educating the membership and the general public about Clan MacFarlane Worldwide, Inc., Scottish heritage and culture, the Scottish Clans and families, genealogy of MacFarlanes, legends and lore and other appropriate topics; and
(4) The webpage will be a site for merchandise sales.
Section 13.3. Additions and Changes to the Website. The responsibility of the website will be up to the Information Technology Committee Chair and the CMW Website Development & Support Sub-Committee. At no time will the website be out of date as to the current newsletter, upcoming elections, upcoming Clan activities, current officers, directors, committees and chairs and delegates.
Article XIV. AMENDMENTS
Section 14.1 Amendments to CMW Bylaws. Amendments to CMW Bylaws may be proposed by any voting member in good standing with CMW:
(1) With a majority vote of the Board of Directors, an approved proposed amendment(s) may be presented to the membership;
(2) Any approved proposed amendment(s) along with the original text of a Bylaw will be presented to all voting members by the Secretary via the CMW website three (3) months prior to an electronic vote of the members.
(3) The Amendment(s) will be ratified by a 2/3s majority of the total votes cast by eligible voting members by electronic ballot. Proxy voting will also be allowed.
(4) The results of the vote for an Amendment will be announced by the Secretary and published in the newsletter as well as on the official CMW website.
Article XV. DISSOLUTION
Section 15.1 Archiving of CMW Records. The Board of Directors will provide for the archiving of the records and papers of the Corporation in case of dissolution. Proprietorship will be established with any organization chosen to archive the documents.
Section 15.2 Remaining Assets. Upon the dissolution of this organization, assets will be distributed for one or more exempt purposes to a Scottish Society or other educational organization whose aims or purposes are in keeping with those of Clan MacFarlane Worldwide, Inc., as the Board of Directors sees fit, within the meaning of Section 501(c)(3) of the U.S. Internal Revenue Code, or corresponding section of any future federal tax code, or will be distributed to the federal government, or to a state or local government, for a public purpose.
RULES OF ORDER for Clan MacFarlane Worldwide BOARD MEETINGS
- A quorum must be present for business to be done. The definition of a quorum is outlined in the CMW Bylaws (re: section 4.8);
- The chair conducts the meeting in the service of the board (re: section 5.5 & 5.6) He/she serves as a facilitator, helping the board to hold free and fair discussion and make good decisions. The chair may participate in proposing motions and voting;
- It is acceptable to have discussion before proposing a main motion (a proposal for the board to take action);
- A board member can make a motion (i.e., a proposal for the board to take action). Subsequent to this, discussion on the motion can take place. The motion should be seconded by another board member in order for any subsequent voting to take place;
- If a board member makes a motion to amend the main motion, it must be seconded, discussed and voted on before the main motion. If the amended motion is not passed, a vote can then be taken on the main motion as per (4);
- After discussion, the chair calls for the vote and announces the result. The motion passes when a majority of the board votes in favor (as per CMW bylaws, re: section 4.10);
- If someone “calls the question,” the chair must take a vote on whether to vote now on the motion or continue discussion now or at a later date. It takes a 2/3 vote of the board to cut off discussion;
- All board members have equal rights, privileges and obligations. This means that discussion is not a conversation, but follows some important rules:
- The chair recognizes speakers in turn;
- No one may speak a second time until everyone who wishes to do so has spoken once; and
- Interrupting is not allowed.
- Board members must be courteous and respectful. They may not make inappropriate remarks such as personal remarks, insulting language, or comments that are irrelevant;
- If a board member breaks the rules, the chair may correct him, or another board member may raise a point of order. The chair rules as to whether the point is correct, or not. A board member who disagrees with a ruling of the chair may appeal it. If another member seconds the appeal, the board decides;
- The minority must be provided equal opportunity to debate, even if their views are unpopular. However, the decision of the majority voting at a meeting is the decision of the board as a whole; and
- CMW members, who are not on the Board of Directors, may be invited to attend the meeting but may only speak if permission is given.