By-Laws

Clan Fergusson Society of North America, Inc.

BY-LAWS

Article I

MEMBERSHIP

A. QUALIFICATION

All persons, either male or female, who bear or have borne by direct line of descent the name of: FERGUSSON (ALL SPELLINGS), FERGIE, FERGUS, FERGUSHILL, FERGUSSILL, FERRIE, FERRIES, FERRIS, FORGAN, FORGIE, GREVSACK, HARDIE, HARDY, KEDDLE, KEDDIE, KETCHEN, KIDD, KIDDIE, KYDD, MACADIE, MACCADE, MACERRIES, MACFERGUS, MACFHEARGHUIS, MACFIRRIES, MACHERRIES, MACINLAY, MACIRISH, MACKADIE, MACKEDDIE, MACKERRAS, MACKERSEY, MACKESTAN, MACKIDDIE, MACMAGNUS, MACTAVERT or who can establish a reasonable presumption of direct descent from an ancestor of eligible name, shall be eligible for membership in the Corporation. The Board of Directors is hereby authorized to add other sept names to the approved list as may be found appropriate.

B. CATEGORIES

The membership shall comprise Regular Members, Associate Members, Life Members, Patron Members, and Honorary Members.

C. MEMBERS

1. Regular Members shall comprise those persons qualified under A. above who have been proposed and seconded by members in good standing and whose written application has been approved by the Membership Committee.

2. Associate Members shall comprise those persons who do not qualify under A. above, but who have a legitimate interest in the purposes and objectives of the Corporation. Associate Members shall be proposed, seconded and approved in the same manner as Regular Members and shall pay the same dues as Regular Members, but Associate Members shall not hold elective office or vote.

3. Life Members shall comprise those persons who qualify under A. above who have been proposed, seconded and approved in the manner prescribed for Regular Members, and who have made a contribution to the Corporation on a schedule of dollar fees as established from time to time by the Board of Directors. The Board of Directors shall also limit the total number of Life Memberships as a percentage of the total membership. Upon the death of a Life Member, the spouse of such member will continue the benefits of such membership until his/her death.

4. Patron Members shall comprise those persons who have been active regular dues paying members of the CFSNA for a total of forty (40) cumulative years whose written application for Patron Member status has been approved by the Executive Committee. Patron Members shall not be required to pay dues. Upon the death of a Patron Member, the spouse of such member will continue the benefits of such membership until his/her death.

5. Honorary Members. The Board of Directors may elect as Honorary Member any person who has rendered special service to the Board of Directors or who has otherwise distinguished himself. Honorary Members shall not be entitled to hold elective office or to vote and shall not be required to pay dues or make a monetary contribution to the Corporation. Honorary Members shall be limited to a number not to exceed ten.

Article II

OFFICERS

The officers of the Corporation shall be a President, Senior Vice President, Secretary and Treasurer, all of whom shall be members of the Board of Directors, with a term of office for two years. Each officer shall submit an annual report in writing to the Board of Directors. The Chief of Clan Fergusson recognized by the Lord Lyon of Scotland as the hereditary Chief of the Clan shall be Honorary President of the Corporation.

Article III

ELECTION OF OFFICERS

The Executive Committee of Board of Directors shall appoint a nominating committee, who, eight weeks before the annual meeting of the Corporation, shall deliver to the Secretary a list of nominations to succeed the officers and members of the Board of Directors whose terms expire at the beginning of the next fiscal year. The Secretary shall send the list of nominations to all members of the Corporation at least six weeks before the day fixed for the annual meeting. If no additional nominations are received, those names shall be presented for election at the annual meeting. Any five members in good standing may also submit a nomination for elective office. Such nominations shall be submitted in writing to the Secretary not later than four weeks prior to the date of the annual meeting. A copy thereof entitled “Independent Nominations” shall be sent to all members at least two weeks prior to the date of the annual meeting. All nominations shall note the consent of the nominee and no member may accept nomination to more than one elective office. Only votes cast at the annual meeting for persons nominated by members in good standing shall be counted. Voting shall be by secret ballot, the votes being counted and tallied by tellers appointed by the president. The tellers shall announce the names of those elected to each office by majority of the valid ballots cast, including proxy votes received by the Secretary prior to the scheduled time of the meeting, all of which shall be duly recorded in the minutes of the Corporation.

Article IV

BOARD OF DIRECTORS

The affairs of the Corporation shall be managed by a Board of Directors chosen from the Regular, Life and Patron members in good standing, to consist of the Officers of the Corporation, each of whom will serve for a period of two years, and twelve additional Corporation members, each of whom will serve for a term of three years. Both the Officers and the additional Corporation members shall serve until his or her successor shall have been chosen and has qualified. Each member of the Board of Directors shall have one vote and those present at any meeting shall constitute a quorum, but including proxy votes if recorded prior to the time of the meeting in writing. The duly elected President of the Society shall serve as Chairman of the Board. The Board of Directors may adopt such rules or regulations for the conduct of its meetings and management of the affairs of the Corporation as it may deem proper and that are not inconsistent with its Articles of Incorporation or the By-Laws. The Board of Directors shall have the power to fill vacancies in its body until the next annual meeting. The Board of Directors shall also have the power to create, fill and dissolve such committees as it deems necessary or desirable, but which shall in any event, include a Membership Committee and an Executive Committee consisting of the President, Vice President, Secretary, Treasurer, and the Immediate Past President.

The Society shall be organized geographically into Regions as delineated by the Board. Regions shall be composed of groups of adjacent states or provinces, and no state or province will be subdivided by a regional boundary. The head of each region shall have the title of Regional Vice President/Director and shall be a resident of, or be employed full-time in, a state or province within the region in which he/she serves. The term of office for a Regional Vice President/Director shall be three years. This same individual may be nominated to serve successive terms. Members of the Board shall be designated as Regional Vice Presidents for the region in which they maintain permanent residence or in which they are employed full-time. Initially, in the event two our more Board members reside in the same region, the Regional Vice President shall be designated by the President.

As a regular procedure, the Nominating Committee, in accordance with Article III of the By-Laws, shall prepare a list of nominees to succeed the Officers, Board members and Regional Vice Presidents whose terms expire at the beginning of the fiscal year. There shall be at least one Board member Regional Vice President nominee for each region. From this list, those candidates, no more than one from the same region, receiving the largest number of votes, shall serve as members elected to the Board.

Each Regional Vice President is authorized to select from the membership of her/his region, a staff to be composed of as many of the following positions as he/she may deem necessary to properly administer that region: Assistant Vice President, Secretary, and Treasurer. These offices may be combined.

It is expected that support for activities within a region will be for provided for, primarily by contributions from regional membership. Regional activities having significance for the Society as a whole will receive financial supplement from the Society Treasury in proportion to the size of the regional membership on a scale to be determined by the Board.

Article V

FISCAL YEAR AND DUES

The fiscal year of the Corporation shall begin on the first day of January. The Board of Directors shall determine the amount of annual dues and the payment schedule.

Article VI

THE PRESIDENT

The President, or in his/her absence, the Senior Vice President, or in his/her absence, the Secretary shall preside at all meetings of the Corporation and shall exercise the duty of Presiding Officer under parliamentary rules established by “Roberts Rules of Order”. The President shall be a member of all committees except the Nominating Committee. She/he shall convene the Board of Directors at his/her discretion or upon written request of ten members of the Corporation in good standing.

Article VII

SENIOR VICE PRESIDENT

The Senior Vice President shall assist the President in performing her/his duties and shall act for the President when requested or when the President is unable to perform her/his duties. Before being nominated for the office, the candidate selected for this position shall agree to make himself/herself available for election to the office of President at such time as the current, duly elected President completes his/her term of office or is unable to complete the term for any reason.

The duties of the Senior Vice President will also include communicating on a regular basis with each of the twelve Regional Vice President/Directors establishing guidelines for representing CFSNA at regional games and gatherings; establishing a systematic method of developing and maintaining membership; and assisting in the development of regional budgets.

Article VIII

THE SECRETARY

The Secretary shall record the minutes of all meetings, safeguard the records of the Corporation, receive all applications for membership and submit them to the Membership Committee Chairman for determination of eligibility and approval. The Secretary shall conduct the correspondence of the Corporation; notify applicants of their election to membership; notify the Treasurer of such election of members; notify members of their election to office stating the office and term of service; notify the Corporation membership of all meetings and functions of the Corporation and notify any prospective member who shall have failed to qualify for membership.

Article IX

THE TREASURER

The Treasurer shall receive and safeguard all funds of the Corporation and shall acquaint the Board of Directors with the status thereof periodically. The funds of the Corporation shall be lodged in such bank as may be approved by the Board of Directors in the name of the Corporation, and the bank account shall be operated on by check signed by the Treasurer or one of the following: the President, Senior Vice President or Secretary. The Treasurer shall notify members of and collect the dues, receive all assessments approved by the Board of Directors for social or operating expenses, and pay all bills of the Corporation.

Article X

APPOINTMENTS

The following shall be appointed by, and shall serve at the pleasure of the Board of Directors.

THE HISTORIAN

The Historian shall record memorial activities of the Corporation, report the deaths of members of the Corporation and have custody of the literary and historical records and the documents and relics belonging to the Corporation.

THE GENEALOGIST

The Genealogists shall be responsible for receiving, collecting, organizing, indexing, cataloging, storing, disseminating and publishing the genealogical information belonging to the membership of the Corporation.

THE PUBLICATIONS EDITOR

The Publications Editor shall be responsible for generating, gathering, editing, preparing material for publication, printing and timely mailing of the Corporations newsletter, “THE BEE LINE”.

THE CHAPLAIN

The Chaplain shall offer the invocation and benediction at meetings. He/She shall, to the extent possible, offer solace and comfort to the members of the Corporation and their families.

OTHERS

The Board of Directors may from time to time appoint other persons to assist in the operations of the Clan. These appointments remain in effect until the Board takes other action.

Article XI

MEETINGS

A. MEMBERS MEETINGS. Meetings of the membership of the Corporation shall be held at such times and places as the Board of Directors shall determine, but at least annually. Special meeting of members may be held any time for the consideration of urgent business upon the call of the President or upon requisition of 10% of the members entitled to vote, lodged with the Secretary and stating the nature of the business to be discussed. Special meetings shall be called on fourteen days written notice sent to the membership, and such meetings shall be held at such time and place as the President shall designate.

D. MEETINGS OF THE BOARD OF DIRECTORS. The Board of Directors shall meet as often as there shall be occasion in the interest of the Corporation, as determined by the President, but in any event, the Board of Directors shall meet at least annually at a time and place specified by the President. The Board of Directors may also be convened upon the written request of ten members in good standing lodged with the Secretary. At least fourteen days written notice shall be given to each Corporation member. However such notice may be waived in writing, by telegram or orally, either before or after the meeting..

Article XII

QUORUMS

A quorum of any meeting of the Corporation, including meetings of the Board of Directors, shall be the members present at such meeting, but including proxy votes if received prior to the scheduled time of the meeting, in writing.

Article XIII

DISQUALIFICATION

No member of the Corporation shall be permitted to continue in membership when proof of eligibility shall be found to be defective. The Board of Directors, after thirty days written notice to such person to substantiate her/his claim and upon his/her failure to do so satisfactorily, may require the Secretary to strike her/his name from the membership rolls. The Treasurer shall refund any dues paid for the fiscal year. Such person shall have the right to appeal to the Corporation at its next annual meeting. If such appeal shall be sustained by two-thirds vote of the membership present at the annual meeting, such person’s name shall be restored to the membership rolls.

Article XIV

SUSPENSION OR EXPULSION

Non-payment of annual dues, as provided for in Article V of these By-Laws, by the first week of July each year shall automatically terminate membership in the Corporation. Membership may also be terminated upon a members request. A member may be expelled from membership by a majority vote of the Board of Directors if a members conduct is deemed by the Corporation, after careful consideration, to be inimical to the best interest of the Corporation. However the Board of Directors shall not expel a member unless written charges have been presented against such member to the Board of Directors, and the Board of Directors has given reasonable notice to the member of such charges and afforded her/him any reasonable opportunity to face his/her accuser, to be heard, and to refute the chargers. In the event the voice of the Board of Directors is to expel the member, he/she shall have the right to appeal to the membership at the next annual meeting. In such case, the member shall be expelled from the Corporation only if the decision of the Board of Directors is adopted by a majority of the members of the Corporation present at such annual meeting.

Article XV

RIGHTS AND PRIVILEGES

The Corporation may receive and acquire property by gift, devise or bequest, and may hold, own, administer, use, distribute and dispose of such property for the advancement and promotion of its objectives in conformity with all lawful conditions imposed by the donor, and may exercise such powers in accordance with its Articles of Incorporation, these By-Laws and laws which are incident to private non-profit corporations.

In the unlikely event of desolation of the Corporation, any assets and/or funds left in bank accounts, investment funds, cash or any other form of asset, shall be transferred to the “Clan Ferguson Charitable Trust”.

Article XVI

THE CHARITABLE TRUST OF THE CLAN FERGUSSON SOICETY OF NORTH AMERICA, INC.

The Corporation shall maintain and administer as a charitable trust “The Charitable Trust of the Clan Ferguson Society of North America, Inc” (herein called the Clan Ferguson Charitable Trust). It shall be administered by the Corporation, or successor or successors, solely for charitable purposes, including, but not limited to, relief of the poor and distressed; the advancement of education or science by awarding scholarships; and collecting; cataloging, indexing and disseminating genealogical information; and the promotion of social welfare.

The Trustees of the Clan Ferguson Charitable Trust shall be the Officers of the Corporation.

All donations, bequests or devises to the Corporation, unless otherwise specified by the donor, shall become a part of the corpus of the trust and shall be dispersed or invested according to the direction of the Trustees.

A copy of the Declaration of Trust of the Clan Ferguson Charitable Trust shall be appended to, and made a part of these By-Laws.

Article XVII

ALTERATION AND AMENDMENT

No alteration or amendment to the Articles of Incorporation or these By-Laws shall be made unless notice shall have been submitted in writing to the Board of Directors, signed by the member proposing the same. The Secretary shall send a copy of the proposed amendment to all members of the Corporation at least one month prior to the next annual meeting, stating that it will be voted on at that meeting. No amendment shall be made unless adopted by a two-thirds vote of the members present and voting at said annual meeting, including any proxy votes received by the Secretary prior to the scheduled time of the meeting.

CLAN FERGUSSON SOCIETY OF NORTH AMERICA, INC.

CHARITABLE TRUST

POLICY STATEMENT

WHEREAS, the Internal Revenue Service requires a plan or policy for regulating disbursements from the Charitable Trust of the Clan Ferguson Society of North America; and

WHEREAS, the Trustees of the aforesaid Trust desire to comply with the requirements of the internal revenue service;

NOW, THEREFORE, we the Trustees of the aforesaid Trust do hereby established and promulgate the following policies to govern the administration of the Trust this 1st day in January 2013.

IN GENERAL

1. The Trustees shall review all request for relief, scholarship awards, grants or funds, to insure that such requests are bona fide and that the disbursements are for charitable purposes as defined in section 501(c)(3) of the Internal Revenue Code.

2. Contributions to other organizations or funds may be made only if the purpose of such organization or fund is consistent with the purposes of the Trust and such organization or fund is exempt under section 501(c)(3) of the Internal Revenue Code.

RELIEF

3. Disbursements for relief shall be on the basis of need, want, or distress. It is especially intended that the Trust be applied to worthy causes in which relief may not readily be available from usual institutional or governmental sources.

4. Insofar as is practicable, direct gifts as of cash shall not be made in relief cases where assistance can be given by direct payment for necessary articles such as food, clothing, shelter, fuel, etc. and for hospital, medical or other assistance.

EDUCATIONAL ASSISTANCE

5. Disbursements for educational purposes shall be based on competition. When awards are made for educational purposes, the
Trustees shall inform the public of the following:
a. A description of the award being offered,
b. Eligibility requirements for participating in the award,
c. The requirements, forms, and procedures to apply for the award,
d. The rules for participating in the award,
e. The general standards to be applied in selecting applicants for the award

6. The general purposes for which educational assistance awards are made are the:
a. Payment of tuition fees, books and equipment necessary for vocational training or education,
b. Establishment of scholarships, fellowships or grants to be awarded for study at academic institutions of the applicant’s choice,
c. Establishment of prizes to be awarded in essay or other cultural contests that may be conducted in the fields of Scottish
history, literature, music or art.

(SEAL) ___________________________________________ Della Ferguson, Trustee

(SEAL) ___________________________________________ Kim Ferguson, Trustee

(SEAL) ___________________________________________ Larry Ferguson, Trustee

(SEAL) ___________________________________________ Martain Ferguson, Trustee

NOTE. These By-Laws incorporate all amendments made at the Annual Meetings on September, 2013; May, 2014; and September, 2016.