Purpose & Background

Society > By-Laws > Title 5

THE CLAN KEITH SOCIETY USA, INC. BYLAWS

TITLE 5: CORPORATION OFFICERS

5.1. Election. Each officer of the Corporation shall be elected by the Members at the annual meeting. Election to office will be by a simple majority of the votes cast. Members may vote for nominees with a mail-in ballot. All mail-in ballots must be a letter sent to the Secretary, dated and signed by the Member eligible to vote, designating the Member's voting choices. The Secretary will cast the votes for each Member according to the Member's choices. A mail-in ballot is valid only for the specific meeting for which it is originally given and any lawfully adjourned meetings thereof. In no event shall a mail-in ballot be valid for more than ninety (90) days after the date of the first meeting for which it was given.

5.2. Term. Each term of office for each respective position shall be two (2) years.

5.3. Successive Terms. The President may serve no more than two (2) consecutive two-year terms. All other officers are not prohibited from serving multiple consecutive or successive terms.

5.4. Removal. Any officer may be removed from office at any time by a majority of the Board of Directors, as then constituted, notwithstanding the fact that the term for which he or she may have been elected has not expired. No cause need be assigned for any removal under this Section.

5.5. Vacancy. Any vacancy in any office may be filled by the Board of Directors, by a majority vote, at any regular or special meeting.

5.6. Chief Executive Officer. The Chief Executive Officer shall be the President, unless the Board of Directors shall specify otherwise. The Chief Executive Officer shall have general and active management of the operation of the Corporation, shall be responsible for the administration of the Corporation, the execution of corporate policy, and shall have such other authority and perform such other duties as shall be assigned to him by the Board of Directors. He shall preside at membership meetings and at meetings of the Board of Directors, and shall prescribe the duties of all other officers when not otherwise prescribed by these Bylaws or by the Board of Directors, and shall have authority to institute or defend legal proceedings, and to employ counsel with respect thereto.

5.7. President. The President shall have administrative authority for the affairs of the Corporation, and shall have such further authority and perform such other duties as may be provided for him by these Bylaws, and by the Board of Directors unless the Board of Directors has designated a Chief Executive Officer, and in that event, the President shall perform such other duties as may be delegated to him by the Chief Executive Officer.

5.8. Vice-Presidents. The Vice-Presidents shall perform such duties as are generally performed by vice-presidents. The Vice-Presidents shall perform such other duties and exercise such other powers as the Board of Directors or the President shall request or delegate. The Assistant Vice-Presidents shall have such powers, and shall perform such duties, as may be prescribed from time to time by the Board of Directors or the President. When more than one Vice-President is elected, the Board may specify an order of seniority among such Vice-Presidents.

5.9. Secretary. The Secretary shall attend all sessions of the Board of Directors and all meetings of the shareholders and record all votes and the minutes of all proceedings in books to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, any notice required to be given of any meetings of the shareholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the President, under whose supervision he shall be. The Assistant Secretary or Assistant Secretaries shall, in the absence or disability of the Secretary, or at his request, perform his duties and exercise his powers and authority.

5.10. Treasurer. The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation, and shall deposit, or cause to be deposited, in the name of the Corporation, all monies or other valuable effects, in such banks, trust companies or other depositories as shall from time to time be selected by the Board of Directors; he shall render to the President and to the Board of Directors, whenever requested, an account of the financial condition of the Corporation, and in general, he shall perform all the duties incident to the office of a treasurer of a corporation, and such other duties as may be assigned to him by the Board of Directors or the President.

5.11. Lieutenant to the Chief. The Lieutenant to the Chief of Clan Keith in the United States is appointed by the Chief of the Keith Clan in Scotland, and serves at his pleasure. The duties of the Lieutenant to the Chief are as follows: (a) To be the official representative of the Chief of Clan Keith and of the Corporation at all functions where he is in attendance. He may appoint someone to act in his stead. (b) To serve as liaison to the Chief of Clan Keith and advisor and consultant to the Society. His efforts will be directed toward increasing membership and participation in the Corporation and promoting its objectives. (c) To call to order all meetings of the membership or the Board of Directors of the Corporation, then turn the meeting over to the President. (d) He will not perform any administrative duties or routine functions of the Corporation unless mutually agreed to by him and the Board of Directors. (e) He may not hold elective office in the Corporation. (f) He will have voting rights on all Corporation business.

5.12. Field Officer.

A. The Vice President shall appoint State Conveners to encourage and promote the Society's membership and objectives within a state, giving priority appointment to members residing within that state. The number of State Conveners shall not be limited to the number of states, in the event of an agreement by more than one member to share in the duties. State Conveners shall report to the Vice-President.

B. State Conveners may, with approval of the Vice-President, appoint or remove Local Conveners as assistants in discharging the aforementioned duties for specific areas within a state.

C. The primary responsibility of State and Local Conveners is to implement the policies of the Society as established by the Board of Directors.

D. It shall also be the responsibility of the State Conveners to make recommendations and take such steps as may be necessary to ensure that Society members in their state find membership rewarding.