|
|
|
|
|
|
|
|
|||||||||||||
|
|
 |
 |
|
BYLAWS CLAN DONNACHAIDH OF THE SOUTH, INC. (DBA CLAN
DONNAHCHAIDH A NONPROFIT
CORPORATION QUALIFIED AS A
CHARITABLE CORPORATION (Incorporated under the Laws
of ARTICLE I OFFICES Section 1.1 REGISTERED OFFICE AND AGENT. The registered
office of the Corporation shall be located at such address as the Board of
Directors may determine from time to time.
Initially the registered office shall be in Section 1.2 PRINCIPAL OFFICE. The principal office of the
Corporation shall be located at such address as the Board of Directors may
determine from time to time. Initially
the principal office shall be in, Section 1.3 OTHER OFFICES. The Corporation may also have offices at such
other places as the Board of Directors may from time to time appoint, or as the
business of the Corporation may require, both within and without the State of ARTICLE II PURPOSES
AND GOVERNING INSTRUMENTS Section 2.1 NONPROFIT
CORPORATION. The Corporation shall be
organized and operated as a non-profit corporation under the provision of the
Georgia Nonprofit Corporation Code. Section 2.2 CHARITABLE
AND EDUCATIONAL PURPOSE. The purpose
of the Corporation as set forth in the Articles of Incorporation are
exclusively charitable and educational within the meaning of Section 501 (c)(10) of the Internal Revenue Code. The corporation is
organized for the pleasure and recreation of the members and for charitable,
literary, educational and fraternal purposes, substantially all of the
activities of which are for such purposes and no part of the net earnings of
which inures to the benefit of any private member. The objectives of Clan Donnachaidh Society of
the South shall be to preserve and promote the customs, traditions and heritage
of Clan Donnachaidh; to promote a spirit of kinship amongst members of Clan
Donnachaidh throughout the world; to inspire among our members and their
descendents the pride and spirit of their ancestors and to support the Clan
Donnachaidh Museum located at Bruar Falls, Blair Atholl, Perthshire, Scotland. Section 2.3 GOVERNING
INSTRUMENTS. The Corporation shall be governed by its
Articles of Incorporation, these Bylaws and Roberts Rules of Order Newly
Revised (latest edition, and from time to time hereafter published), except as
otherwise herein provided or in conflict therewith. The current latest edition is the 9th
edition, however, it is the intent of this provision
that as subsequent editions are published, they shall automatically be
substituted as the then current edition.
If there should be any conflict between the provision of the Articles of
Incorporation and the provisions of these Bylaws or Roberts Rules, then the
provisions of the Articles of Incorporation will in all cases control. ARTICLE III MEMBERS Section 3.1 MEMBERSHIP. Membership
in the society shall be open to Clansmen and Clanswomen who are lineal descendents
of Scots bearing the names of Robertson and Duncan and the names of the
accepted Septs of the Clan as recognized by the Home Branch of the Society in
Bruar, Scotland, which include: Collier, Colyear, Donachie, Duncanson,
Dunnachie, Inches, MacConachie, MacDonachie, Macinroy, MacIver, Maclagan,
MacRoberts, MacRobie, Roy, Skene, Stark, Tonnochy or variations in the spelling
of these and others who claim to be of the Clan. Ladies bearing the name,
either by Parentage or Marriage, and all lineal descendents in the female line,
whether males or females and Husbands of Lady Members may become Members also.
Legally adopted children of any of the above may also become Members. Each
applicant shall furnish lineal proof that is acceptable to the Board of Directors. There shall be the following
classes of membership: a) Family (annual) to include the
member, his or her spouse (as non-voting auxiliary members) ,
and all dependent children (also as non voting auxiliary members). b) Honorary Life -a Clansperson who may be so
honored by unanimous vote of the Board of Directors. b) Friend -one who may be appointed by
the Board of Directors in recognition of service to the clan, but who is not
otherwise eligible for membership. The annual dues of all
classes of membership shall be set from time to time by the Board of Directors.
Such dues which are annual shall be payable as of January 1 each year. Section 3.2 ANNUAL MEETING. The annual meeting of the members of the Corporation,
for the election of directors to succeed those whose terms expire and the
transaction of such other business as may properly come before the meeting,
shall be held once each year at such time and place as the Board of Directors
may designate. If the annual meeting of
the members is not held as herein prescribed, the election of directors may be
held at any meeting thereafter called pursuant to these bylaws. Section 3.3 SPECIAL MEETINGS. Special meetings of the members, for any
purpose or purposes, unless otherwise prescribed by statute, may be called by
the Regional Commissioner, Assistant Regional Commissioner or by a majority of
the Board of Directors, to be held at such time and place as stated in the Call
of the Meeting, either within or without the State of Section 3.4 VOTING. The voting at all meetings of members may be
viva voice, but any qualified voter may demand a secret ballot vote whereupon
such vote shall be taken by ballot. Section 3.5 PROXIES. At any meeting of the members, every member
having the right to vote shall be entitled to vote in person or by proxy. Each member shall have one vote. Proxy votes must bear the signature of the
member as well as their membership number and must indicate their intentions. Section 3.6 NOTICES. Notice of all meetings of members shall be
given to each member by seven (7) days service of the same by newsletter,
telegram, facsimile, e-mail, by letter, or personally; provided, however, that
no notice need be given to any member who attends any meeting or to any member
who signs written waiver of notice to any meeting, whether before or after said
meeting is held. Section 3.7 QUORUM. A quorum at any annual or
special meeting of members shall consist of at least fifteen (15) of the
members in good standing. A majority of
those present and voting of the quorum shall be necessary to approve any action. Section 3.8 RECORD
DATE. The secretary of the Corporation shall
determine the Members entitled to vote by review of the membership and
financial records of the Corporation as of thirty (30) days prior to the date
fixed for the meeting. The secretary
shall prepare a list of the names of the Members entitled to vote and make the
list available to the Board of Directors and Members at least ten (10) days
prior to the date fixed for such meeting. ARTICLE IV BOARD OF
DIRECTORS Section 4.1 AUTHORITY AND RESPONSIBILITY. The governing body of the Corporation shall
be the Board of Directors. The
management of all the affairs, property and business of the Corporation shall
be vested in the Board of Directors. In
addition to the powers and authorities by these bylaws expressly conferred upon
it, the Board of Directors may exercise all such powers of the Corporation and
do all such lawful acts and things as are allowed by law. Section 4.2 APPOINTMENT AND ELECTIONS. The appointment and election of Directors
shall be to serve for terms as follows: a) The initial Board of
Directors is appointed in the Articles of Incorporation. One-third of such directors shall serve for
terms of three years, one-third shall serve for terms of two years, and
one-third shall serve for a term of one year as determined by the Board; b) At each annual meeting of
members of the corporation, the members shall elect by majority vote, the
necessary number for terms of three years. c) The Board of Directors shall
consist of the Senior Officers of the Society plus five (5) who will be elected
from the general membership of the Society. No member shall serve more than two
consecutive three year terms. After a
lapse of one year, former Directors may again be nominated. d) The Directors shall hold
office until their successors are elected and qualify. Section 4.3 NUMBER. The number of directors may at
any time be increased or decreased by a vote of the members in good standing
entitled to vote, at any regular or special meeting, if the notice of such special
meeting contains a statement of the proposed increase or decrease, and in the
case of any such increase, the members at any annual or special meeting shall
have the power to elect such additional directors to hold office until their
terms expire and until their successors are elected and qualify; provided that
there shall never be less than the minimum number required by law, and provided
further, the terms shall be staggered so that approximately one third are
elected each year. Section 4.4 REMOVAL. Any director elected by the
Members may be removed with or without cause at any special or annual meeting
of the Members by the affirmative vote of a majority of the Members present at
the meeting. Section 4.5 VACANCIES. All vacancies in the Board of Directors,
whether caused by resignation, death or otherwise, shall be filled by the
remaining Directors at any special or regular Directors meeting. A director thus elected to fill any vacancy
shall hold office for the unexpired term of his predecessor, and until his
successor is elected and qualifies. Section 4.6 COMPENSATION. No director of the corporation shall receive,
directly or indirectly, any salary, compensation of emoluments therefrom as
such director, unless authorized by the majority vote of all of the
disinterested directors, as reasonable compensation for services rendered in
his or her official capacity commensurate with the compensation paid by
comparable organization for comparable services. Section 4.7 NOMINATION OF
DIRECTORS. Candidates for election to the Board of
Directors by Members may be nominated by a committee appointed by the Board of
Directors or by Members. a) The Nominating Committee
appointed by the Board of Directors shall be composed of the Chairman of the
Board of Directors, and such members as the Regional Commissioner shall
appoint. The Nominating Committee shall
publish to the Members a slate of qualified candidates not less than the number
required to fill the director's position to be elected, no later than thirty
(30) days before the election of directors. b) The Nominating Committee
shall seek to nominate candidates so that the Board shall at all times have
members with one or more of the following skills: accounting, law, business
management, parliamentary experience, sales, newsletter publication and web
site maintenance. c) Candidates may be nominated
by a petition signed by three (3) Members, which petition shall state the name
of the candidate and biographical information, including the candidate's
qualification and why they wish to serve and the candidate consent to be placed
in nomination. This petition shall not
exceed one 8-1/2" x 11" page in length and be submitted to the Board
of Directors at least ten (10) days before the election of directors. Section 4.8 REGULAR MEETINGS. The annual meeting of the Board of Directors
shall be held without notice immediately following the adjournment of each
annual membership meeting or at such other place or places, within or without
the State of Section 4.9 SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called at any time by the Regional Commissioner, or in his absence, by
the Secretary or by a majority of the Board of Directors, to be held at a time
and place determined by a majority of the Board of Directors, within or without
the State of Georgia. Section 4.10 ACTION
BY DIRECTORS WITHOUT A MEETING. Any action
required or permitted to be taken at a meeting of the Board of Directors may be
taken without a meeting if a consent in writing that
sets forth the action so taken is signed by all members of the Board of
Directors. Such consent shall have the
same force and effect as unanimous vote at a meeting duly called. The signed consent shall be placed in the
minute book. Section 4.11 TELECONFERENCE MEETINGS. Directors may participate in and hold
meetings by means of conference telecommunications or similar communications
equipment by means of which all persons participating in the meeting can hear
each other. Participation in such a
meeting shall constitute presence in person at the meeting. Section 4.12 ADJOURNMENTS. A meeting of the Board of Directors, whether
or not a quorum is present, may be adjourned by a majority of directors present
to reconvene at a specific time and place.
It shall not be necessary to give notice of the reconvened meeting or of
the business to be transacted, other than by announcement at the meeting which
was adjourned. At any such reconvened
meeting at which a quorum is present, any business may be transacted which
could have been transacted at the meeting that was adjourned. Section 4.13 NOTICE
AND WAIVER.
Notice of all special meetings of the
Board of Directors shall be given to each director by at least two (2) days
service of the same by telephone, by telegram, by facsimile, by e-mail, by
letter, or personally; provided that no notice need be given to any director
who attends any regular or special meeting or to any director who signs written
waiver of notice to any regular or special meeting, whether before or after
said meeting is held. Section 4.14 QUORUM. A quorum at all meetings of the Board of Directors
shall consist of five (5) members of the whole Board. An affirmative vote of the greater
of a majority or three directors shall be required to pass any motion or
resolution. Section 4.15 DUTIES. The directors shall elect the officers of the
Corporation, such election to be held at the directors meeting following each
annual membership meeting. The directors
shall approve all contracts, determine what shall be apportioned to principal
and income pursuant to generally accepted accounting principles, approve all
distributions of income pursuant to these Bylaws, and such other actions as may
be required by law. Section 4.16 COMMITTEES. Each
member of any committee established pursuant to these Bylaws shall hold office until
the next annual meeting of the Board of Directors and until his successor
member of the committee is appointed or until his death, resignation or removal
in the manner hereinafter provided or until he shall cease to be a Director. The Board of Directors may designate one or
more directors as alternate members of any such committee who, in the order
specified by the Board of Directors, may act in the place and stead of any
absent member or member at any meeting of such committee. Section 4.17 MEETING OF THE COMMITTEES. Any committee may provide for the holding of
regular meetings, with or without notice, and may fix the times and places
(within or without the State of Section 4.18 COMMITTEE MINUTES. Each committee shall keep a record of its
proceedings and shall report such proceedings, except personnel matters, to the
Board of Directors at the meeting thereof held next after such proceedings have
been taken and all such proceedings shall be subject to revision or alteration
by the Board of Directors except to the extent that action shall have been
taken pursuant to or in reliance upon such committee proceedings prior to any
such revision or alteration. Section 4.19 COMMITTEE QUORUMS AND RULES. At each meeting of any committee the presence
of a majority of its members then in office shall be necessary and sufficient
to constitute a quorum for the transaction of business. A majority of the members present at the time
and place of any meeting may adjourn the meeting from time to time until a quorum shall be
present and the meeting may be held as adjourned without further notice or
waiver. A vote of the
majority of the members present and voting at the time of the vote, if a quorum
is present at that time, shall be the act of the committee. Subject to the foregoing and other provisions
of these Bylaws and except as otherwise determined by the Board of Directors,
each committee may fix its own rules for the conduct of its business. ARTICLE V CORPORATION
OFFICERS
Section 5.1 NUMBER OF OFFICERS. The officers
of this Corporation shall be Regional Commissioner (Serving as President and
Chairman of the Board), Assistant Regional Commissioner(s) (Serving as
Vice-Presidents), Secretary, Treasurer,
Historian, and State Commissioners from each State that joins Clan Donnachaidh
of the South (presently Alabama, Georgia, Louisiana, Mississippi, North
Carolina, Kentucky, South Carolina and Tennessee), each of whom must be members
in good standing of the parent Society in Scotland and such other officers as
the Board of Directors may from time to time determine are necessary. Officers and commissioners shall be appointed
by the Board of Directors at the General Annual Meeting. Each State is entitled to one state
commissioner. Additionally each state is
entitled to one assistant state commissioner on the basis of one (1) for each
50 members. Elections shall be held each
year at the General Annual Meeting.
Vacancies of any office, directorship or commissionership shall be
filled by the Board of Directors or shall remain vacant until the next General
Annual Meeting as determined by the Board of Directors. Section 5.2 TERMS OF OFFICE,
QUALIFICATIONS. The officers shall be appointed
for a term of three (3) years (except as provided during the first two years
after incorporation) and shall hold office until their successors are duly
appointed and qualified, or until their earlier resignation, death, or removal,
or the termination of their office. Any
officer may be removed by three-quarters (3/4) vote of the Board of Directors
whenever, in its judgment, the best interests of the Corporation will be served
thereby. It shall be necessary for a
person to be a director of the Corporation to be eligible to be an officer of
the Corporation. Section 5.3 POWERS AND DUTIES SPECIFIC TO SENIOR
OFFICERS. a) REGIONAL COMMISSIONER. The Regional
Commissioner shall preside at all directors meetings and shall have general
supervision over the affairs of the Corporation and over the other officers;
shall sign all written contracts of the Corporation, appoint all committee
chairmen and members and shall perform all such other duties as are incident to
this office. Each Regional Commissioner
must have served at least one term as a State Commissioner prior to selection
by the board of directors. b) ASSISTANT REGIONAL COMMISSIONER(S). The
Assistant Regional Commissioner(s), in the order of their seniority, may
exercise the functions of the Regional Commissioner during the absence or
disability of the Regional Commissioner.
Each Assistant Regional Commissioner shall have such powers and
discharge such duties as may be assigned to him from time to time by the Board
of Directors. The Assistant Regional
Commissioner must have served at least one term as a State of c) SECRETARY. The Secretary shall issue
notices of all Directors and membership meetings and shall attend and keep the
minutes of the same, and shall supply a copy of the minutes to each member, who
shall be responsible for keeping a complete set of minutes to be given to his
or her successor. The Secretary shall
have charge of all corporate books, records and papers; shall be custodian of
the Corporate seal; shall attest and impress with the
Corporate seal all documents of the Corporation which require same; and shall
perform all such other duties as are incident to the office of Secretary. d) TREASURER. The Treasurer shall have
custody of all money and securities of the Corporation, shall keep regular books
of account and shall submit them, together with all vouchers, receipts and
other papers to the Directors for their examination and approval, as often as
they may require; shall sign all checks and other necessary financial documents
on behalf of the corporation; and shall perform all other such duties as are
incident to the office of Treasurer. e) DIRECTOR OF PUBLICATIONS. The Director
of Publications has the responsibility to create and present all official published
works of the Society which include, but are not limited to: The DONNACHAIDH
Dispatch (the Society Newsletter), Proxy Forms, Notices of Meetings, Brochures,
and Flyers. The Director of Publications
is required to work closely with the Society Secretary to ensure that
publications and notices are sent to all active members. f)
HISTORIAN. The Historian shall keep a history of the
Branch, including but not limited to the officers of the Branch, significant
events, Highland Games attendance and relations with the Home Branch in g) STATE COMMISSIONER(S). The State
Commissioner shall organize and represent the society at all meetings and functions
agreed upon by the board of directors.
Additionally it is the responsibility of the State Commissioner to
organize the membership, foster increased membership and camaraderie, and
advance the prominence and stature of the society within their state. The State Commissioner may be selected from
any member in good standing who has demonstrated an eagerness to foster and
promote the ,best interests of the society, but
preference shall be given to members who are serving. or
who have served, as Assistant State Commissioners. Section 5.4 POWERS AND DUTIES SPECIFIC TO NON-DIRECTOR OFFICERSa) Section 5.5 POWERS AND DUTIES
FOR ALL OFFICERS b) DOCUMENTS. For the execution of all
warranty deeds, security deeds, quit claim deeds, deeds of easements,
contracts, agreements, notes, mortgages, bills of sale and other documents
necessary for the purchase or sale of any real or personal property of the
Corporation the following execution is necessary: Any two officers' signatures, but only upon
resolution of the Board of Directors authorizing the transaction. c) FUNDS AND LOANS. The funds of the Society shall be deposited in an
appropriate depository institution that is insured by the FDIC or FSLIC, or
otherwise invested as shall from time to time be determined by the Board of
Directors. The funds of the Society, from whatever source, except special
donations and legacies, shall be used in defraying all necessary expenses and
outlays due by the Society. Donations and Legacies may be given or bequeathed
for a special purpose or object and may bear the donor's name, but unless
stated to used for a special purpose or object, Donations and Legacies shall be
used for the general purposes of the Society. The Regional Commissioner
together with any other Senior Officer, as the occasion may arise, and when
directed by the proper act of the Board of Directors, may borrow money from any
individual, trust, partnership, corporation, insurance company or banking
institution, and may execute on behalf of the Corporation such notes or other
documents as may be necessary or proper to evidence any such loan and to
secure the payment thereof, and may
renew such evidence of indebtedness and security therefore from time to time,
and to pledge and assign to such lender any property of the Corporation to
secure any such indebtedness, and to substitute other properties in lieu of
that so pledged or assigned or conveyed to secure any such indebtedness, and to
do such other act or acts as may be necessary to secure properly the person or
institution from whom such money is borrowed. d) ACCEPTING DEEDS. The Regional Commissioner is
further authorized to accept warranty deeds, quit claim deeds, deeds of
easements, security deeds or mortgages on behalf of the Corporation and in
furtherance of any or all the objects of the business of the Corporation. e) ACCEPTING GIFTS. The Regional Commissioner may
accept on behalf of the Corporation any contribution, gifts, bequests or
devises for the general purpose or for any special purpose of the Corporation. Section 5.6 ADVISORS. The Board of Directors may request other
members of the corporation to serve as advisory members and, at the expense of
the corporation, may hire professional counsel on investment, legal matters, or
auditing. Section 5.7 DISABILITY OF OFFICER. In
the case of absence or inability to act of any officer of the Corporation and
of any person herein authorized to act in his place, the Board of Directors
may, from time to time, delegate their powers or duties of such officer to any
other officer, director or other person whom it may select. Section 5.8 VACANCIES. Vacancies in any office arising from any
cause may be filled by the directors at any regular or special meeting. Section 5.9 REMOVAL OF OFFICERS AND STAFF. Any officer or staff elected or appointed to
office may be removed by the Board of Directors whenever in their judgment the
best interests of the Corporation will be served. Section 5.10 LIABILITY
OF OFFICERS AND DIRECTORS. Officers and Directors shall
not be liable for any losses which may be incurred from the investments of
assets of the fund, except to the extent such losses are caused by bad faith or
gross negligence. No Officer or Director shall be personally liable as long as
such person acts in good faith and with ordinary prudence. No Officer or Director shall engage in
transactions in which such person has a direct or indirect financial interest,
and shall refrain from any conflict of interest with respect to fund
investments and disbursements. ARTICLE VI SEAL Section 6.1 SEAL. The
seal of the Corporation shall be in such form as the Board of Directors may
from time to time determine. In the
event it is inconvenient to use such a seal to any time, the signature of the
company followed by a generic impression or stamp seal without the
Corporation's name, or simply the word "Seal" enclosed in quotation
marks, parentheses or scroll, shall be deemed the seal of the Corporation. The seal shall be in custody of the
Secretary and affixed by him in such papers as may be directed by law, by these
bylaws or by the Board of Directors. ARTICLE VII INDEMNIFICATION,
INSURANCE AND DEFENSE Section 7.1 BASIS FOR INDEMNIFICATION. (a) Under the circumstances prescribed
in Section 7.2, the Corporation shall indemnify and hold harmless any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as an officer, director, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding if such person acted in a manner
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that such conduct was unlawful. The termination of any action,
suit, or proceeding by judgment, order, settlement, conviction, or upon a plea
of nolo contendere or its equivalent, shall not, of itself, create a presumption
that the person did not act in a manner reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that such
conduct was unlawful. (b) Under the circumstances prescribed
in Section 7.2, the Corporation shall indemnify and hold harmless any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact such person is or was a
director, officer, employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorney's fees) actually and reasonably incurred
by such person in connection with the defense or settlement of such action or
suit if such person acted in good faith and in a manner reasonably believed to
be in or not opposed to the best interests of the Corporation; except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation,
unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability, but in view of all the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses which the court shall
deem proper. Section 7.2 RIGHT
TO INDEMNIFICATION. To the extent that a Director,
officer, employee or agent of the Corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in
Section 6.1, or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred in connection therewith.
Except as provided in the preceding sentence and except as may be
ordered by a court, any indemnification under Section 7.1 shall be made by the
Corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee, or agent is proper in the
circumstances because such person has met the applicable standard of conduct
set forth in Section 7.1. Such a determination shall be made (1) by the Board
of Directors by a majority vote of a quorum consisting of directors who were
not parties to such action, suit or proceeding, or (2) by independent legal
counsel employed by the Corporation, in a written opinion, if such a quorum is
not obtainable, or, even if obtainable a quorum of disinterested directors so
directs, or (3) by the affirmative vote of a majority of members. Section 7.3 EXPENSES. Expenses incurred in defending a civil or
criminal action, suit or proceeding may be paid by the Corporation in advance
of the final disposition of such action, suit or proceeding as authorized by
the Board of Directors generally or as to a specific case or as to a specific
person or persons (designated by name, title or class of persons), upon receipt
of an undertaking by or on behalf of the director, officer, employee or agent
to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized in this Article. Section 7.4 NON-EXCLUSIVITY. The provisions for indemnification and
advancement of expenses provided by this Article shall not be deemed exclusive
of any other rights, in respect of indemnification or otherwise, to which those
seeking indemnification may be entitled under any bylaw, agreement, either
specifically or in general terms, resolution, or approved by the affirmative
vote of a majority of members taken at a meeting the notice of which specified
that such bylaw, resolution or agreement would be placed before the members,
both as to action by a director, officer, employee or agent in his or her
official capacity and as to action in another capacity while holding such
office or position, except that no such other rights, in respect to
indemnification or otherwise, may be provided or granted with respect to the
liability of any director, officer, employee or agent for (a) any
appropriation, in violation of his duties, of any business opportunity of the
Corporation; (b) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (c) liabilities of a
director imposed by the Georgia Corporation Code; or (d) any transaction from
which the director, officer, employee, or agent derived an improper personal
benefit. Section 7.5 INSURANCE. (a)
The Corporation may purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director, officer, employee,
or agent of another corporation, partnership, joint venture, trust, or other
enterprise, against any liability asserted against such person and incurred in
any such capacity, or arising out of such person's status as such, whether or
not the Corporation would have the power to indemnify such person against such
liability under the provisions of this Article. (b) If any expenses or other amounts are paid by way of
indemnification, otherwise than by court order or action by the members or by
an insurance carrier pursuant to insurance maintained by the Corporation, the
Corporation shall, not later than the next annual meeting of members unless
such meeting is held within 3 months from the date of such payment, and, in any
event, within 15 months from the date of such payment, send by first class mail
(or if the Corporation shall have at the time more than 500 members entitled to
vote, by such other means as may be authorized by the Georgia Corporation Code
for notices of meetings of members) to its members of record at the time
entitled to vote for the election of directors, a statement specifying the
persons paid, the amounts paid, and the nature and status at the time of such
payment of the litigation or threatened litigation. Section 7.6 RIGHT TO
PARTICIPATE IN DEFENSE. As a condition to any such right
of indemnification, or to receive advancement of expenses, the Corporation may
require that it be permitted to participate in the defense of any such action
or proceeding through legal counsel designated by the Corporation and at the
expense of the Corporation. Section 7.7 CONTINUATION OF
RIGHT OF INDEMNIFICATION. The rights to indemnification
and advancement of expenses provided in this Article shall continue
notwithstanding that a person who would otherwise have been entitled to
indemnification or advancement of expenses hereunder shall have ceased to be a
director, officer, employee or agent, and shall inure to the benefit of the
heirs, executors and administrators of such persons. ARTICLE VIIIAMENDMENT
These
bylaws may be amended only by a vote of an absolute majority of the entire
Board of Directors of the Corporation, or by a simple majority of the Members
present at a regular meeting, only after giving notice in the call of the
meeting [at least five (5) days in advance thereof for a Board meeting and at
least thirty (30) days in advance thereof for a meeting of Members] of the
proposed amendment and that it will be on the agenda for the meeting. These Bylaws are intended solely for the use of the
members of Clan Donnachaidh of the South, INC. and it’s authorized affiliates.
Any reproduction without the express permission of the Society
Commissioner of Board of Directors is prohibited. © 2001, 2002, 2003, 2004 - Clan Donnachaidh
|
| [Home] [About] [Contact Us] [Events] [Newsletter] [FAQ] [Privacy Policy] [Links] |
Copyright © 2001, 2002, 2003, 2004 Clan Donnachaidh USA