The Clan Chisholm Society
Constitution
Adopted at the May 2002 Annual General Meeting
Table of Contents
The Clan Chisholm Society
CONSTITUTION
Adopted at the May 2002 Annual General Meeting
ARTICLE I.
Name
The name of the Society will be The Clan Chisholm Society.
ARTICLE II.
Definitions
In the Constitution of The Clan Chisholm Society, unless the context otherwise specifies or requires:
(a) Branch shall mean a regional subsidiary part of the Society formed for
administrative convenience or an affiliated autonomous society
or organization having a separate constitution not in conflict
with that of the Society and having cultural and social objectives
supportive of the Society. A Branch shall consist of Life Members,
Ordinary Members and Honorary Members.
(b) Branch Representative shall be an individual or an alternate who is appointed/elected
by each Branch to represent the members of the Branch on the Executive
Committee and the Clan Council and as such is empowered to attend,
act and vote at all Executive Committee meetings and Clan Council
meetings on behalf of the members so represented.
(c) Clan Chisholm shall mean the social group of individuals having a common connection
to the Chisholm surname, however spelt, domiciled in or originally
from Scotland and historically under the patriarchal control of
their chief, Chisholm of Chisholm, known as The Chisholm.
(d) Clan Council shall mean the governing body of the Society who shall exercise
all such powers and do all things as may be exercised or done
by the Society.
(e) electronic meeting procedure shall apply to either a Clan Council meeting or a general meeting
where electronic mail is used to register votes for or against
a question contained in a previously circulated agenda. Any motion
which may be passed or any act that may be done under the electronic
meeting procedure shall be deemed to have been regularly passed
or done notwithstanding the fact that no physical meeting has
been convened.
(f) Executive Committee shall be the executive body of the Society who shall be responsible
for the day-to-day business of the Society.
(g) Members of the Society shall mean Ordinary Members, Life Members and Honorary Members.
(h) Officers of the Society shall include a President, Vice Presidents, not exceeding two
(2) in number, a Secretary and a Treasurer.
(i) the Society shall mean The Clan Chisholm Society.
(j) Trustee shall mean a person appointed by the Clan Council who can legally
hold property and can act on behalf of the members of Clan Chisholm.
ARTICLE III.
Objects
The objects and purposes of the Society are:
(a) To promote and foster the Clan Spirit and to provide a focal
point for and a means of expressing Clan sentiment in order to
keep clansmen in touch with one another in all parts of the world.
(b) To encourage and promote the study and preservation of the history,
folklore, literature, music, treasure and tradition of Clan Chisholm,
and such other subjects as may be of common interest to the members
of the Society.
(c) To acquire and hold lands and buildings in Strathglass and in
Inverness-shire or elsewhere as the property of the Society and
to negotiate and obtain agreements for visiting rights to properties
of historical interest to Clan Chisholm, with a view to maintaining
the connection of Clan Chisholm with its ancestral home.
(d) To acquire and hold objects of historical or cultural interest
to Clan Chisholm.
(e) To compile and publish a list of objects of historical interest
to Clan Chisholm including the location of such objects.
ARTICLE IV.
Membership
(a) Membership in the Society shall be categorized and described
as follows:
i. Ordinary Member- Any member of Clan Chisholm shall be eligible to be enrolled
as an Ordinary Member of the Society upon application for membership
being made to a Branch of his/her choice.
ii. Life Member- Any member of Clan Chisholm may be eligible to be enrolled as
a Life Member of the Society upon application for membership being
made to a Branch of his/her choice.
iii. Honorary Member- The Clan Council or a Branch may nominate for the position of
Honorary Member any non-member who has in its opinion, rendered
services of an exceptional nature to Clan Chisholm or to the Society.
Such nomination to be placed before the Clan Council for approval
and upon such approval being obtained, the nomination shall be
placed before next ensuing annual general meeting for ratification.
(b) Without prejudice to the right of any person considering himself
or herself a member of Clan Chisholm to apply for Ordinary Membership
in the Society, the following shall be considered as qualified:
i. All children of persons born a Chisholm, however spelt.
ii. All descendants, one of whose ancestors was a Chisholm, however
spelt.
iii. All men or women married to a Member of the Society.
(c) Branches or the Clan Council shall have the power to refuse an
application for membership in the Society without assigning a
reason.
(d) A Branch or the Clan Council shall have the power to accept an
application for membership regardless of qualifying conditions
if it decides that such membership will advance the interests
of the Society to an important extent.
ARTICLE V.
Subscriptions and Assessments
(a) Ordinary Member Subscriptions:
i. Each Branch, based on its local requirements for funds and to
provide for its annual Branch Assessment, shall determine for
each year the amount of Ordinary Member annual subscription expressed
in local currency and the date such subscription is due and payable.
ii. Each Branch shall be responsible for the collection of such subscriptions
from the Ordinary Members under its administration and the remittance
of such subscriptions by Ordinary Members shall place their membership
status in good standing for the year.
iii. Should an Ordinary Member fail to remit his/her annual subscription,
the defaulting Ordinary Member shall automatically cease to be
a member of the Society but any such Ordinary Member may upon
payment of the outstanding annual subscription be reinstated by
his/her Branch.
(b) Life Member Subscriptions:
Each Branch, based on its local requirements for funds and to
provide for its future Branch Assessments, shall determine from
time to time the amount of a one time, single subscription for
Life Members.
(c) Branch Assessments:
An annual assessment will be levied by the Society on each Branch
as a means of raising sufficient funds to cover the operating
costs of the Society.
ARTICLE VI.
Officers of the Society
(a) The Officers of the Society shall be elected annually at an annual
general meeting and shall be eligible for re-election.
(b) All Life Member and Ordinary Members are eligible for election
as Officers of the Society.
(c) The office of Secretary and Treasurer may be held simultaneously
by the same person.
ARTICLE VII.
Duties of Officers of the Society
(a) The President shall oversee the affairs of the Society and when
present, shall preside at all meetings of the Society and of the
Clan Council. In the absence of the President, his/her duties
may be exercised by a Vice-President or by a Governing Council
Member of the Clan Council appointed for such purpose by the Clan
Council.
(b) The Secretary shall:
i. Attend all sessions of the Society but in the event electronic
meeting procedures are followed, physical attendance by the Secretary
shall not be required.
ii. Convene and keep a correct record of all proceedings at Clan
Council meetings and general meetings and carry on general correspondence
of the Society.
iii. Give all required notices.
iv. Be custodian of the current minute books, paper and other records
belonging to the Society with the right to place all such documents
that are over three (3) years old in archival storage within the
UK.
v. Perform such other duties as may from time to time be determined
under the provisions hereof or by the Clan Council.
vi. Have the authority, in the event he/she deems it advisable, to
appoint an individual as an Assistant Secretary.
(c) The Treasurer shall:
i. Receive and disburse all moneys due to or by the Society under
the direction of the Clan Council.
ii. Keep exact accounts of all receipts and disbursements.
iii. Deposit all monies or other available effects in the name and
to the credit of the Society in such bank or banks as may be designated
by the Clan Council.
iv. Prepare and submit to the first meeting of the Clan Council in
each year duly audited Statement of Accounts for the preceding
fiscal year with a general abstract showing the state of the Society’s
affairs in properties, funds, debts and other engagements.
v. Perform such other duties as may from time to time be determined
under the provisions hereof or by the Clan Council.
ARTICLE VIII.
Branches
(a) A Branch shall comply with the provisions contained herein but
may make its own Rules or develop its own constitution as regards
to the elections of its officers, the establishment of annual
membership subscriptions, the raising of funds for its own objectives,
conducting and determining place of meetings, and any other matter
not otherwise herein provided. Such independent arrangements shall
not be in conflict with the provisions hereof.
(b) On or before the last day of December in each year each Branch
shall advise the Secretary of:
i. The name and address of its Branch Representative for the succeeding
year with the right to cancel such appointment and appoint/elect
a substitute.
ii. A membership report stating the number, names and the classifications
of its membership for the year.
(c) Branches shall submit to the Secretary on or before the last
day of February of each year a report setting forth all pertinent
information with respect to the previous year’s activities of
the Branch.
(d) Branches to state clearly on all their literature, cheques, etc
their respective designation.
(e) Branches are financially independent and shall not directly or
indirectly pledge the credit of the Society.
(f) Branches shall provide the Secretary with a written copy of their
Rules and/or constitution and provide the Secretary with any changes
with respect thereto.
ARTICLE IX.
Clan Council
(a) The Clan Council shall consist of:
i. Governing Council Members being the Officers of the Society together with the Branch Representatives.
ii. Non-Voting Members of Council being the Editor of the Clan Chisholm Journal, the Web-Master, the Clan Historian, the Honorary Counsel and
any other Member of the Society appointed by the Governing Council
Members for a stated period with such appointments terminating
at the date of the next annual general meeting.
(b) The Clan Council may on its own initiative submit for approval
to a general meeting an amendment or amendments to the Constitution.
ARTICLE X.
Duties of the Clan Council
The Clan Council shall be responsible for:
(a) The publication of the Clan Chisholm Journal under the direction of the Editor with the net annual cost incurred
being recovered from the Branches based generally on the number
of copies so requested.
(b) The maintenance of the Society’s official website under the direction
of the Web-Master.
(c) The general administration of the affairs of the Society.
(d) The maintaining a watching brief relative to the quality of information
being disseminated on Clan Chisholm matters and if appropriate,
take all necessary corrective action.
(e) The approval of all projects that may be undertaken by the Society.
(f) The approval, at its last meeting of the year of:
i. An operating budget based on the Society’s anticipated financial
requirements for the forthcoming year. The said budget shall be
limited to operating items and shall exclude the costs incurred
with respect to the publication of the Clan Chisholm Journal and any other extraordinary item.
ii. The individual Branch assessments as provided for in Article
V (c) hereof being a pro rata share of the annual operating budget
based on membership. The Secretary shall immediately notify the
Branches of such decision and request that they remit to the Treasurer
on or before June 30th next following, the determined amount.
ARTICLE XI.
Clan Council Meetings
(a) The first Clan Council meeting of the year shall be held on or
before the last day of February and at such other times and at
such places as the President, whom failing, a Vice-President may
determine, provided however that such meetings shall be held not
less than twice a year.
(b) The Secretary, on instructions from the President or a Vice-President
shall give twenty-one (21) days clear notice of a Clan Council
meeting to its members signifying the time and date of such meeting,
a copy of the agenda, copies of any proposed motions and instruction
as to whether or not the meeting will follow electronic meeting
procedures.
(c) The Clan Council will meet under the chairmanship of the President
whom failing, a Vice-President. However, if the President or a
Vice-President is not present, the Clan Council members shall
elect a chairman for the meeting.
(d) At any Clan Council meeting seventy-five percent (75%) of its
Governing Council Members present or otherwise contributing shall
constitute a quorum.
(e) Every motion placed before the Clan Council shall be decided
by a majority of votes of the Governing Council Members present
apart from the Chairman. In the case of equality of votes, the
chairman shall have a deciding vote.
(f) The Secretary shall record the proceedings of all meetings and
within forty-five (45) days of such meeting; distribute such minutes
by electronic or other means to members of the Clan Council.
(g) In the event electronic meeting procedures are to be followed:
i. The Governing Council Members who wish to participate shall acknowledge
their electronic presence to the Secretary on or before the day
of the meeting and confirm that they are capable and prepared
to cast an electronic vote.
ii. Such acknowledgement received from seventy-five percent (75%)
of the Governing Council Members shall constitute a quorum.
iii. Each acknowledging Governing Council Member may register with
the Secretary his/her vote on each motion by electronic means
within forty-eight (48) hours of the date and time established
for the said meeting.
iv. Each motion to be decided by majority of votes cast. In the case
of equality of votes, the chairman shall have a casting vote.
v. The Secretary to report electronically the results of the meeting
to the Clan Council and shall prepare and distribute minutes of
such meeting in accordance with sub-article (f) above.
ARTICLE XII.
Executive Committee
(a) The Executive Committee shall be comprised of the Branch Representatives
and the President of the Society who shall act as chairman.
(b) Subject to the approval of the Clan Council, the Executive Committee
shall have the power to co-opt a Member of the Society to deliberate
with it on a specific investigation and debate on a named subject.
ARTICLE XIII.
Proxies
(a) A Member of the Society qualified to vote may appoint his/her
Branch Representative or any other Ordinary Member as proxy to
attend general meetings, either in person or electronically, to
act and vote on his/her behalf.
(b) Branch Representatives may place proxy votes with other Branch
Representatives.
(c) Proxy votes may define a specific interest and in such case,
the appointed proxy holder shall vote in accordance with such
instructions. However, should the proxy holder be a Branch Representative
and no such instructions have been received, the Branch Representative
shall vote in accordance with the perceived views of his/her Branch,
regardless of personal opinion.
(d) All proxies must be in the format provided by the Secretary and
registered with the Secretary prior to the meeting and all proxy
votes so accepted implies the presence of the originator and prevents
duplication.
ARTICLE XIV.
General Meetings
(a) General meetings of the Society, which shall include both special
general meetings and annual general meetings and shall be held
at such times and at such places as the Clan Council shall from
time to time determine.
(b) The Secretary, on instructions by the President or a Vice-President,
shall give a minimum of forty-five (45) days notice of a general
meeting to the Branch Representatives and such notice shall be
deemed to have been thus delivered to all Members of the Society.
The said notice shall specify the place, day and hour of meeting,
a copy of the agenda, copies of any proposed motion, a form of
proxy and instruction as to whether or not the meeting will follow
electronic meeting procedures. In the case of special business,
the said notice shall give the general nature of that business.
(c) At any general meeting ten (10) Members of the Society present
in person or by proxy shall constitute a quorum.
(d) The President shall preside as chairman of a general meeting
and in his/her absence, a Vice- President. However, in the event
the President or a Vice-President is not present, the Members
of the Society present shall elect a chairman for the meeting.
(e) Any Member of the Society may submit a motion to a general meeting.
(f) Every motion placed before a general meeting shall be decided
by a majority of votes of the Members of the Society who are present
in person or by proxy.
(g) In the case of equality of votes, the chairman shall have a deciding
vote.
(h) The Secretary shall record the proceedings of all general meetings
and within forty-five (45) days of such meeting distribute such
minutes by electronic or other means to the Branches for distribution.
(i) In the event that it is necessary to change the date and/or place
of a general meeting, all Members of the Society shall be notified
of the new arrangements. The date of a general meeting may be
postponed by the procedure herein stated but the date shall not
be advanced unless authorized by the Clan Council.
(j) Notwithstanding the foregoing, in the event electronic meeting
procedures are to be followed:
i. All Members of the Society who elect to participate and who acknowledges
their electronic presence to the Secretary on or before the day
of the meeting confirming that they are capable and prepared to
cast an electronic vote, (hereinafter referred to as "participants").
ii. Acknowledgement of electronic presence received from all Branch
Representatives shall constitute a quorum.
iii. Each participant may register their vote with the Secretary on
each motion by electronic means within forty-eight (48) hours
of the date and time established for the meeting.
iv. Each motion placed before the meeting shall be decided by a majority
of the votes of the participants provided however that Branch
Representatives or other proxy holders may cast a vote equal to
the number of paid up members for which proxies are held. In the
case of equality of votes, the chairman shall have a casting vote.
v. The Secretary shall report electronically the results of the
meeting to the Branch Representatives and shall prepare and distribute
minutes of such meeting to all Branches.
ARTICLE XV.
Annual General Meetings
(a) The meeting place of the annual general meeting may be decided
at the previous one or by the Clan Council depending on circumstances
and shall be held not later than last day of September in each
year.
(b) The following shall be presented at each annual general meeting
including those held using electronic meeting procedure:
i. A report from the President and/or the Secretary including, among
other items a summary of the past year’s activities and possible
future projects under consideration.
ii. A report from the Treasurer accompanied by audited Statements
of Account covering the previous fiscal year.
(c) A motion shall be presented by the Secretary at each annual general
meeting containing the names of nominees for the positions of
President, two Vice-Presidents, Secretary and Treasurer.
i. All such nominations shall be forwarded to the Secretary in writing
or electronically not later than forty-five (45) days prior to
an annual general meeting provided they are supported in writing,
by five (5) Members of the Society.
ii. Notwithstanding the foregoing, nominations for such positions
shall also be accepted from the floor of the meeting subject to
the aforementioned requirement for support by five (5) members
of the Society.
iii. If there is more than one nominee for any one position, a vote
shall be held to determine the successful candidate.
iv. In the event that the annual general meeting fails to elect any
one of the Officers of the Society whether by failure to meet
or by discord or any other reason, the person holding such office
before the meeting or the date set for the meeting or the last
day of September in that year, whichever is the earlier, being
willing to continue in office, shall so continue until a properly
constituted meeting of the Members of the Society decides otherwise.
v. In the event that a President is not elected or able to take
up or continue in the office, a Vice-President will act as President.
However, should a Vice-President not be available to act, the
Clan Council shall appoint a Clan Council member to act as President
until the matter can be resolved by normal procedures.
vi. In the event the Secretary or Treasurer is not able to act, the
Clan Council shall appoint a Clan Council member to act in that
capacity until the matter can be resolved by normal procedures.
(d) An auditor shall be appointed at each annual general meeting
to hold office until the next annual general meeting. The auditor
shall examine the financial transactions of the Society and express
an opinion on the presentation of the Statement of Accounts. The
auditor can be an Ordinary Member but not a member of the Clan
Council and should have an appropriate accounting background.
(e) An Honorary Counsel, Webmaster, Historian and Editor of the Clan Chisholm Journal shall be appointed at each annual general meeting to hold office
until the next annual general meeting.
(f) In the event electronic meeting procedures are to be followed,
the notice of meeting shall comply with the provisions of Article
XIV (b) hereof.
ARTICLE XVI. (Revised per Minutes of the July 2003 AGM)
Special General Meetings
(a) The Clan Council shall at its discretion or on the petition of
seventy five percent (75%) of the Governing Council members call
a Special General meeting for the presentation and discussion
of special business including confirmation and ratification of
amendments and revisions to the Constitution as proposed by the
Clan Council.
(b) Any Branch may request a Special General meeting to discuss a
special business proposal (provided the Branch members approve
by a majority the request to call such meeting).
ARTICLE XVII.
Dissolution
(a) The Clan Council may, with advice of the auditor if any, conclude
that the Society be considered insolvent should it be determined
that the financial situation of the Society will not cover its
legal liabilities or in the immediate future will become inadequate
for the purpose, with no apparent remedy available.
(b) The Clan Council may also conclude that the Society be considered
insolvent on evidence in writing that all Branches wish to withdraw
from membership.
(c) Should the Clan Council agree that the Society should be wound-up
and its business terminated in accordance with sub-article (a)
or (b) above, a special general meeting shall be called to consider
such matter and should an affirmative vote of not less than two-thirds
of the Members of the Society present or represented by proxy
be obtained, the Society shall be dissolved and in such event,
the effective date of dissolution shall be established.
(d) Should agreement to dissolve be obtained in accordance with sub-article
(c) above, the special general meeting shall appoint three (3)
Trustees who shall:
i. Establish and operate bank account(s) where all cash and funds
relating to the Society shall be deposited.
ii. Meet all legitimate outstanding liabilities of the Society.
iii. Realize for cash all assets of the Society not of historical
or cultural value to Clan Chisholm.
iv. Hold safe for a period of three (3) years all cash balances to
provide time for the Society or a similar successor to be re-activated
or formed.
v. Disperse all funds following the said three (3) year period,
to any charitable cause with Scottish Highland connections, which
in their opinion conforms to the original intentions and spirit
of the Society and in no case shall such funds be paid to or distributed
to Members of the Society.
vi. Hold safe all objects of historical or cultural interest being
the property of the Society until suitable arrangement can be
made to have them donated to the Inverness Museum or to the Inverness
Public Library or failing acceptance, to any suitable repository
of Clan Heritage memorabilia and in no case shall such objects
be distributed to or handed over to Members of the Society.
vii. Hold sole power and not be answerable to any presumed member
or past member of the Society for their decisions and actions
and are absolved of liability in this respect.
viii. Be relieved of their responsibilities upon meeting of all liabilities
of the Society and dispersing of all of its assets.
ARTICLE XVIII.
Power to Sue
The Officers of the Society shall have power to sue for and recover
debts, and a receipt for any debt signed by the creditor shall
be sufficient evidence of payment thereof.
ARTICLE XIX.
Indemnity
Governing Council Members shall be indemnified against all losses
and expenses incurred in or about the discharge of their duties,
except where such losses or expenses are incurred as a result
of their own personal wilful act, neglect or default.
ARTICLE XX.
The Law
The terms and provisions of this Constitution will in all cases
be interpreted according to the Law of Scotland.
ARTICLE XXI.
Fiscal Year
The fiscal year of the Society shall end on the 31st of December
in each year.
ARTICLE XXII.
Notices
Unless otherwise specifically provided, any notice required by
the Constitution shall be effectively given if it is in writing
and mailed, delivered personally or delivered electronically to
the person entitled to receive it.
ARTICLE XXIII.
Miscellaneous
(a) Whenever the plural or masculine or neuter is used in the Constitution,
the same shall be construed as meaning the feminine and vice versa
where the context so requires.
(b) Whenever the words "in writing" are used in the Constitution,
the same shall be construed as meaning "by electronic means