Clan MacLachlan Association of North America, Inc.

The Clan MacLachlan Association of North America, Inc. (CMANA) is a Delaware Corporation not-for-profit and without capital stock.

Article I - Organization and Membership

Organization

The Clan MacLachlan Association of North America, Inc., shall include in its membership and consist of those eligible persons and families who join directly as members of this corporation.

Eligibility For Membership

Membership in the Clan MacLachlan Association of North America, Inc., shall be open to all families and persons of Celtic descent bearing the name MacLachlan or the name of a recognized sept of Clan MacLachlan or closely related by marriage or descent of a person bearing the MacLachlan name or the name of one of its recognized septs however such name may be spelled.

Membership.

The qualifications and eligibility for membership and the manner of admission into membership shall be prescribed by resolution of the Executive Board and/or by any other similarly prescribed rules and regulations which the Board may promulgate. In like manner, any such resolution and/or rules and regulations shall prescribe, in relation to all assessments, fines and penalties, if any, the manner of suspension or termination of membership and for reinstatement, if any, and, except as may in the certificate of incorporation or hereinafter be provided, the conditions, rights, liabilities, and other incidents of membership. Any such resolution and/or rules and regulations relating to memberships in the association shall be annexed to these Bylaws and shall be deemed to be a component part thereof.

Classes of Membership.

There shall be the following classes of membership:

• Family Membership: Includes husband and wife or single parent, unmarried children under 21 years of age. Unmarried children under 21 years of age may not vote in elections or proceedings of associations, unless they have their own individual membership.
• Individual Membership. Individual adult members.
• Members in Good Standing. A member in good standing of the Association is a member who has paid appropriate dues within the past twelve (12) months either to the association or to the organizational state or provincial chapter (or regional chapter), if any, which has transmitted its assessment to the Association covering that member.
• Honorary Members. The Association may admit persons showing a particular interest who would otherwise not be eligible for full membership as honorary members. Such membership may be conferred by the Executive Board or a majority of voting members present at an annual meeting. Honorary members will be expected to pay dues but will have no voting rights.
• Honorary Life Members. Members who have made conspicuous contributions to the Association may be elected Honorary Life Members with all the rights of membership. Honorary Life Members do not have to pay annual dues.
  

Membership Application.

Application, with initial dues payments shall be sent directly to the Association and shall include information necessary to determine membership category eligibility.

Establishment of Dues.

Dues for the Clan MacLachlan shall be established by the Executive Board. Honorary Members shall be required to pay dues. Dues are payable on an annual basis. Provision shall be made and the due amount established for life memberships.

Voting Rights

A membership is entitled to one vote. This includes family memberships which are entitled to one vote per family.

Record Date For Members

For the purpose of determining the members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or to express consent to or dissent from corporate action in writing without a meeting, or for the purpose of any lawful action, the Directors may fix, in advance, a record date, which shall not be more than one hundred twenty days nor less than ten days before the date of such meeting, nor more than one hundred twenty days prior to any other action. If no record date is fixed, the record date for determining members entitled to notice of or to vote at a meeting of members shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; the record date for determining members entitled to express consent to or dissent from corporate actions in writing without a meeting, when no prior actions by the Board of Directors is necessary, shall be the day on which the first written consent or dissent is expressed. A determination of members entitled to notice of or to vote at any meeting of members shall apply to any adjournment of the meeting provided, however, that the Executive Board may fix a new record date for the adjourned meeting.

Meaning of Certain Terms

as used in these Bylaws in respect of the right to notice of a meeting of members or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting, as the case may be, the term "membership" or "memberships" or "member" or "members" refers to an outstanding voting membership or memberships of record and in good standing or to the holder or holder thereof, as the case may be. The term "memberships" or "members" also refers to a membership or a member whenever the Association shall have only one membership or one member.

Membership Meetings

Time

The annual meeting shall be on the date and at the time fixed, from time to time, by the Directors, provided, that the first annual meeting shall be on a date within fifteen months after the organization of the corporation, and each successive annual meeting shall be held on a date within fifteen months after the date of the preceding annual meeting. A special meeting shall be held on the date and at the time fixed by the Directors.

Place

Annual meetings and special meetings shall be held at such place, within or without the State of Delaware, as the Directors may, from time to time, fix. Whenever the Directors shall fail to fix such place, the meeting shall be held at the registered office of the corporation in the State of Delaware.

Call

Electoral meetings and special meetings may be called by the Directors or by any officer instructed by the Directors to call the meeting. Notice by publication in the Clan bulletin or other publication shall be deemed proper notice but shall not be the sole means of such notice.

Notice or Waiver of Notice

Written notice of all meetings shall be given, stating the place, date and hour of the meeting. The notice of an electoral meeting shall state that the meeting is called for the election of a Board and the transaction of other business which may properly come before the meeting, and shall (if any other action which could be taken at a special meeting is to be taken at such annual meeting) state the purpose or purposes. The notice of a special meeting shall in all instances state the purpose or purposes for which the meeting is called. The notice of any meeting shall also include, or be accompanied by, any additional statements, information or documents prescribed by the General Corporate Law. Except as otherwise provided by the General Corporate Law, a copy of the notice of any meeting shall be given, personally or by mail, not less than ten days nor more than fifty days before the date of the meeting, unless the lapse of the prescribed period of time shall have been waived, and directed to each member at his record address or at such other address which he may have furnished in writing to the Secretary of the Association. Notice by mail shall be be deemed to be given when deposited, with postage thereon prepaid, in the United States Mail. If a meeting is adjourned to another time, not more than thirty days hence, and/or to another place, and if an announcement of the adjourned time and/or place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the Directors, after adjournment, fix a new record date for the adjourned meeting. Notice need not be given to any member who submits a written waiver of notice signed by him her before or after the time stated therein. Attendance of a member at a meeting of members shall constitute a waiver of notice of such meeting, except when the member attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice.

Conduct of Meeting

Meetings of the members shall be presided over by one of the following officers in the order of seniority and if present and acting - the President, a Vice-President, or, if none of the foregoing is in office and present and acting, by an officer to be chosen by the members. The Secretary of the Corporation, or in his absence, a Treasurer, shall act as secretary of every meeting, but if neither the Secretary or a Treasurer is present, the President of the meeting shall appoint a secretary of the meeting.

Proxy Representation

Every member may authorize another person or persons to act for him or her by proxy in all matters in which a member is entitled to participate, whether by waiving notice of any meeting, voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the member or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period.

Inspectors

The Directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the Directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspectors at such meeting with strict impartiality and according to the best of his or her ability. The inspectors, if any, shall determine the number of memberships outstanding, the memberships represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots, or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots, or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all members. On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question, or matter determined by him, her, or them and execute a certificate of any fact found by him, her, or them.

Quorum

A majority of the members shall constitute a quorum at a meeting of members for the transaction of business. The members present may adjourn the meeting despite the absence of a quorum.

Voting

Each voting membership shall entitle the holder thereof to one vote in the election of Directors, in the adoption, amendment, and repeal of these Bylaws to the extent provided for in the certificate of incorporation, and in all proceedings upon which the General Corporation Law confers voting power upon members entitled to vote in the election of Directors. In the election of Directors, a plurality of the votes cast shall elect, and voting shall be by written ballot. Any other action in which members are entitled to vote shall be authorized by a majority of the votes cast except where the General Corporation Law prescribes a different percentage of votes.

Written Action

Any action required by the General Corporation Law to be taken at a meeting of members, or any action which may be taken at any meeting of members, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to the members who have not consented in writing.

Article II - Directors

Function and Definition

There shall be an Executive Board, hereinafter referred to as "the Executive Board", consisting of the Officers of the Association and the Immediate Past President. The activities and affairs of the Association shall be managed by or under the direction of its governing body which is herein referred to as the Executive Board of the Association although said Board may consist of only one member, and although the member or members thereof may be designated as trustee or trustees, a manager or managers, a governor or governors, or otherwise. The use of the phrase "whole board" herein refers to the total number of Directors which the corporation would have if there were no vacancies.

Qualification and Number

A Director need not be a member, a citizen of the United States, or a resident of the state of Delaware. The initial Board of Directors shall consist of five persons. Thereafter the number of Directors constituting the whole Board shall be at least one. Subject to the foregoing limitation and except for the first Board of Directors, such number may be fixed from time to time by action of the members or of the Directors, or, if the number is not fixed, the number shall be five. The number of Directors may be increased or decreased by action of the members or of the Directors.

Election and Term

The first Executive Board, shall be elected by the incorporator or incorporators and shall hold office until the first electoral meeting of members and until their successors are elected and qualified or until or until their earlier resignation or removal. Any Director may resign at any time upon written notice to the corporation. Thereafter, Directors who are elected in the interim to fill vacancies and newly created Directorships, shall hold office to the next electoral meeting of members, and Directors who are elected in the interim to fill vacancies and newly created Directorships, shall hold office until the next electoral meeting of members and until their successors are elected and qualified or until their earlier resignation or removal. In the interim between annual meetings of members or of special meetings of members called for the election of Directors and/or for the removal of one or more Directors and for the filling of any vacancy in that connection, newly created Directorships and any vacancies in the Executive Board, including vacancies resulting from the removal of Directors for cause or without cause, may be filled by the vote of a majority of the remaining Directors then in office, although less than a quorum, or by the sole remaining Director. The term Electoral Meeting shall mean that meeting so called to elect the Board and Officers every three years from the last such meeting as well as to conduct clan business. The term Annual Meeting shall mean those meetings held annually in between the Electoral Meetings. This meeting is where the business of the Association is acted upon by the members but there is no voting for the Board or Officers.

The term of office for elective positions, the Board and Officers, in the Association shall be three years or until the election of successors at the electoral meeting in the third year of such term of office. No Board member or officer can succeed himself without the approval of the majority of the Board. An officer or Board member may resign at any time by notifying the Board in writing. Such resignation shall take effect at the time specified in the resignation.

Meetings

Time

Meetings shall be held at such time as the Board shall fix, except that the first meeting of the newly elected BOARD shall be held as soon after its election as the Directors may conveniently assemble.

Place

Meetings shall be held at such place within or without the State of Delaware as shall be fixed by the Board. Annual meetings may be held anywhere fixed by the Board as prescribed by the Bylaws. Electoral Meetings shall be held in, about or nearby Grandfather Mountain in Linville, North Carolina, in such location as fixed by the Board. The term nearby shall mean reasonably convenient to the Grandfather Mountain site of the Highland Games.

Call

No call shall be required for regular meetings for which the time and place have been fixed. Special meetings may be called by or at the direction of the President, if any, the Vice President, if any, the Secretary, if any, or a majority of the Directors in office.

Notice or Actual or Constructive Waiver

No notice shall be required for regular meetings for which the time and place have been fixed. Written, oral, or any other mode of notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the Directors thereat. Written, oral, or any other mode of notice shall include, but not be limited to, telephonic conference calls, computer printouts and/or facsimiles (FAX). Provided, however, such action is ratified in writing by a majority of the Board within one month (30 days) of the action so taken. Notice need to be given to any Director or to any member of the Committee of Directors who submits a written waiver of notice signed by him or her before or after the time stated therein. Attendance of any such person at a meeting shall constitute a waiver of notice of such meeting, accept when he or she attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Directors need be specified in any written waiver of notice.

Quorum And Action

A majority of the whole Board shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the Directors in office shall constitute a quorum, provided, that such majority shall constitute at least one-third of the whole Board. A majority of the Directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as herein otherwise provided, and except as otherwise provided by the General Corporation Law, the vote of the majority of Directors present at a meeting at which a quorum is present shall be the act of the Board. The quorum and the voting provisions herein stated shall not be construed as conflicting with any provisions of the General Corporation Law and these Bylaws which govern a meeting of Directors held to fill vacancies and newly created Directorships.

Any member or members of the Executive Board or any committee designated by the Board, may participate in a meeting of the Board, or any such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

Chairman of the Meeting

The Chairman of the Board, President, or Vice-President, if any and if present and acting, shall preside at all meetings. Otherwise, the the Vice-Chairman of the Board, if and and if acting, or the President, or Vice-President, if any and if present and acting, or any other Director chosen by the Board, shall preside.

Removal of Directors

Except as may otherwise be provided by the General Corporation Law, any Director or the entire Board of Directors may be removed, with or without cause, by a majority of the members then entitled to vote at an election of Directors.

Committees

The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Directors of the corporation. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of any such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she, or they constitute a quorum, may unanimously appoint another member of the Executive Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise the powers and the authority of the Executive Board in the management of the business and affairs of the corporation with the exception of any authority the delegation of which is prohibited by Section 141 of the General Corporation Law, and may authorize the Seal of the Corporation to be affixed to all papers which may require it.

Written Action

Any action required or permitted to be taken at any meeting of the Executive Board or at any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing.

Article III - Officers

The officers of the corporation shall consist of a President, Vice President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Directors, a Chairman of the Board, a Vice-Chairman of the Board, one or more appointed Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers with such titles as the resolution of the Executive Board choosing them shall designate. Except as may otherwise be provided in the resolution of the Board of Directors choosing him or her, no officer other than the Chairman of the Board, if any, or Vice-Chairman of the Board, if any, need be a Director. Any number of offices may be held by the same person, as the Directors may determine, except no person may hold the offices of President and Secretary simultaneously.

President

The President shall serve as the Chief Executive Officer of the Association and shall be responsible for all duties normally performed by the President of a non-profit corporation (non-stock) nevertheless, in accordance with the Bylaws.

Vice President

The Vice President shall be responsible for all duties normally performed by the Vice President of a non-profit corporation, (non-stock) nevertheless, in accordance with these Bylaws. 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 Board of Regional Commissioners.

Secretary

The Secretary shall be responsible for all duties normally performed by the Secretary of a non-profit corporation, (non-stock) nevertheless, in accordance with these Bylaws. The Secretary shall keep an accurate record of all proceedings of all Business and Board meetings. All records of the Secretary remain the property of the Association. The Secretary shall perform such other duties as may be prescribed by the President of the Association and shall see that reports, statements, and other documents required by law are properly maintained and filed.

Treasurer

The Treasurer shall be responsible for all duties normally performed by the Treasurer of a non-profit corporation, (non-stock) nevertheless, in accordance with these Bylaws. The Treasurer shall collect and keep an account of all monies received and expended by the Association, shall provide an annual financial report to the membership and shall perform such duties as prescribed by the President of the Association. All funds, books, accounts, and vouchers are the property of the Association and shall at all times be subject to inspection, supervision, and control of the Board.

Unless otherwise provided in the resolution of the Executive Board choosing him or her, each officer shall be chosen for a term which shall continue until the meeting of the Board of Directors following the next electoral meeting of members and until his or her successor shall have been chosen and qualified. Any officer may be removed, with or without cause by the Executive Board. Any vacancy of any office may be filled by the Executive Board.

All officers of the Association shall have such authority and perform such duties in the management and operation of the Association as shall be prescribed in the resolutions of the Executive Board designating and choosing such officers and prescribing their autority and duties, and shall have such additional authority and duties as are incident to their office except to the extent that such resolutions may be inconsistent therewith.

Amendments

1. Individuals may not hold office within the CMANA unless thay have been a member in good standing for a minimum of three consecutive years prior to running for office and actively participating in volunteer clan work. (Passed July 13, 1996)

The CMANA Administrative Regions

The Clan MacLachlan Association of North America is divided into 19 administrative regions. This was done to geographically partition North America in such a way as to limit the amount of travel that might be associated with attending regional activities. Consideration was also given to geo-physical and cultural boundaries. Outlying locations such as Hawaii and the Virgin Islands have been organizationally placed within the continental regions closest to them.

The Regional Commissioner of the Clan MacLachlan Association of North America is an Appointed Representative of the Association. The Regional Commissioner is responsible for the over-all coordination of all activities within the region. They are responsible for keeping abreast of issues affecting the Scottish Community in general (and the CMANA in specific) within their region. At the Association level, the Regional Commissioners are responsible for participating in the Board of Commissioners and for keeping the Executive Committee appraised of issues that affect the CMANA and providing guidance to the State Commissioners and Conveners within their region. The Regional Commissioners are appointed by the President of the CMANA with approval of the Executive Committee.

The State Commissioner for the Clan MacLachlan Association of North America is responsible for coordinating the various events within a state where the CMANA is participating. As such, the State Commissioner coordinates the participation of the CMANA with function Conveners. State Commissioners are appointed by the President of the CMANA, with approval by the Executive Committee, at the recommendation of the Regional Commissioner. Any individual that fails to fulfill their responsibilities as a State Commissioner may be removed from office by mandate of the CMANA President, the Executive Committee or the Regional Commissioner.

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