Article 1

Meetings

1.1    Place of meeting. Any or all of the meetings of the members of the board of directors of this corporation may be held within or outside the State of Georgia, pursuant to a by-law resolution adopted by the board of directors.

1.2    Annual meetings of members.  An annual meeting of members shall be held each year, the date and place to be determined by the board of directors, one of the purposes of which will be the election of the board of directors.

1.3    Notice of annual meeting of members.  At least four weeks prior to date fixed by section 2 of this article for the holding of the annual meeting of members, written notice of the date and place of such meetings shall be disseminated by electronic communications or mail, as herein provided to each member entitled to vote at such meeting.  Written notice or in writing is henceforth defined to include electronic communications methods.

1.4    Delayed annual meeting.  If, for any reason, the annual meeting of the members shall not be held on the day designated, such meeting may be called and held as a special meeting, and the same proceedings may be held there as at an annual meeting.  Provided that notice of such meeting shall be the same herein required for the annual meeting, namely, not less than four weeks’ notice.

1.5    Order of business at annual meeting.  The order of meetings at annual meetings shall be as follows:

a.    Reading of minutes of last proceeding meeting

b.    Report from the president

c.    Report of vice president (s)

d.    Report of Secretary

e.    Report of the Treasurer

f.    Election of the Directors

g.    Transaction of other business mentioned in the notice

h. Adjournment provided that, in the absence of any objection, the providing officer may vary the order of business at discretion.

1.6    Special meetings of members.  A special meeting of the members may be called at any time by the president, or by a majority of the board of directors. The method by which such meetings may be called is as follows: Upon receipt of a specification in writing setting forth the date and objects of such a proposed special meeting from the president, or by the majority of the board of directors, the secretary or an assistant secretary shall disseminate notice of the date and place of such meeting by electronic communications or mail to all members.

1.7     Notice of special meetings of members.  At least four weeks prior to the date fixed for holding any special meeting of members, written notice of date, place, and purpose of such meeting shall be mailed, as herein provided, to each member entitled to vote at such meeting.  No business not mentioned in the notice may be transacted at such meeting.

1.8    Organization meeting of board.  At the place of holding the annual meeting of members and immediately following the meeting, the board of directors as constituted upon final adjournment of such annual meeting shall convene for the purpose of electing officers and transacting any other business properly brought before it, provided that the organization meeting in any year may be held at a different time and place, by consent of a majority of the directors of the new board.

1.9    Regular meetings of the board.  Regular meetings of the board of directors shall be held not less frequently than once in each six months at such place as the boardshall determine. No notice of regular meetings of the board shall be required.

1.10   Special meetings of the board of Directors. Special meetings of the board of directors or the membership may be called by the president or by the council or by the president upon written request of ten (10) members at any time.

Article 2

Quorum

2.1    Quorum of members.  There shall be no quorum requirement for general membership at the Annual General Meeting.  Voting shall be by a majority of members present in person or by proxy. 

2.2    Quorum of directors.  A majority of the directors shall constitute a quorum.

Article 3

Voting, Elections, and Proxies

3.1    Who is entitled to vote.  Except as the articles, an amendment, or amendments otherwise provide, each member shall, at every meeting of the members, be entitled to one vote in-person or by proxy upon each subject properly submitted to vote.

3.2    Proxies.  No proxy shall be deemed operative unless and until signed by the member and filed with the corporation. In the absence of limitation to the contrary contained in the proxy, the same shall extend to all meetings of the members and shall remain in force three years from its date, and no longer.

Article 4

Board of Directors

4.1    Number and term of directors.  The business, property and affairs of this corporation shall be managed by a board of directors composed of the officers and a minimum of three (3) and no more than five (5) members at large pursuant to the official code of Georgia 14-3-101 (a) who shall be members of this corporation. Each director shall hold office for the term for which they are elected and until their successor is elected and qualified. Such term will be for a period of two (2) years on being elected at the annual meeting.  It is recommended that the past president and membership chair be elected as members of the board.

4.2    The affairs of the corporation shall be managed by a board of directors who will be known as the council of the CLAN ANDERSON SOCIETY, Ltd.

4.3    Vacancies.  Vacancies in the board of directors shall be filled by appointment made by the remaining directors. Each person so selected to fill a vacancy shall remain a director until their successor has been elected by the members, who may make such election at the next annual meeting or at any special meeting duly called for that purpose.

4.4    Action by unanimous consent. If and when the directors shall severally or collectively consent in writing to any action to be taken by the corporation, such action shall be a valid corporate action as though it had been authorized at a meeting of the board of directors.

4.5    Power to make bylaws.  The board of directors shall have the power to make and alter any bylaw or bylaws, including the fixing or altering of the number of the directors, provided that the board shall not make or alter any bylaw or bylaws fixing the qualification, classification or term of office of any member or members of the then existing board.

4.6    Power to elect officers.  The board of directors shall select a president, one or more vice presidents, a secretary, and treasurer.

4.7    Power to appoint other officers and agents.  The board of directors shall have the power to appoint such other officers and agents as the board may deem necessary for the transaction of the business of the corporation.

4.8    Removal of officers and agents.  Any officer or agent may be removed by the board of directors whenever, in the judgement of the board, the business interest of the corporation will be served thereby.

4.9    Power to fill vacancies.  The board shall have the power to fill any vacancy in any office occurring for any reason whatsoever.

4.10   Delegation of powers.  For any reason deemed sufficient by the board of directors, whether occasioned by absence or otherwise, the board may delegate all or any of the powers and duties of any officer to any other officer or director, but no officer or director may execute, acknowledge or verify any instrument in more than one capacity.

4.11   Power to appoint executive committee.  The board of directors shall have the power to appoint, by resolution, an executive committee composed of two or more directors who, to the extent provided in such resolution, shall have and exercise the authority of the board of directors in the management of the business of the corporation between meetings of the board.

Article 5

Officers

5.1    President.  The President shall be selected by, and from the membership of the board of directors. They shall be the chief executive officer of the corporation. They shall preside over all meetings of the board and of the members. They shall have the general and active management of the business of the corporation and shall see that all orders and resolutions of the board are carried into effect.  They shall be ex officio a member of all standing committees and shall have the general power and duties of supervision and management usually vested in the officers of the corporation.

5.2    Vice President.  At least one Vice President shall be chosen from the membership of the board. Such vice presidents are board members, in the order of their seniority, shall perform the duties and exercise the powers of the president during the absence or disability of the president.

5.3    Secretary.  The secretary shall attend all meetings of the members and of the board of directors, and of the executive committee, and shall preserve in books of the corporation the minutes of the proceedings of all such meetings. They shall safely keep in their custody the seal of the corporation, and shall have authority to affix same to all instruments where its use is required. They shall give all notices required by statute, bylaw or resolutions. They shall perform such other duties as may be delegated to them by the board of directors or by the executive committee.

5.4    Treasurer.  The treasurer shall have custody of all corporate funds and securities and shall keep in books belonging to the corporation full and accurate accounts of all receipts and disbursements: they shall deposit all monies, securities and other valuable effects in the name of the corporation in such depositories as may be designated for that purpose by the board of directors.  They shall disburse the funds of the corporation as may be ordered by the board, taking proper vouchers for such disbursements, and shall render to the president and directors at the regular meetings of the board, and whenever requested by them, an account of all their transactions as treasurer and of the financial condition of the corporation.  If required by the board, they shall deliver to the president of the corporation, and shall keep in force, a bond in form, account, and with a surety or securities satisfactory to the board, conditioned for faithful performance of their office, and for restoration to the corporation in case of their death, resignation, retirement, or removal from office, of all books, papers, vouchers, money and property of whatever kind in their possession or under control belonging to the corporation.

5.5    Assistant Secretary, Assistant treasurer and membership chair. The assistant secretary, in the absence or disability of the secretary shall perform the duties and exercise the powers of the secretary. The assistant treasurer, in the absence or disability of the treasurer, shall perform the duties and exercise the power of the treasurer. Because of the large potential of membership this corporation can maintain, there should be a membership chairperson.

Article 6

Execution of Instruments

6.1    Checks and drafts.  All checks, drafts and orders for payment of money shall be signed in name of the corporation and shall be countersigned by such officers or agents as the board of directors shall from time to time designate for that purpose.

6.2    Contracts, Conveyances or other instruments. When the execution of any contract, conveyance or other instrument has been authorized without specification of the executive officers, the president, or any vice president, and the secretary, or assistant secretary, may execute the same on behalf of this corporation and may affix the corporate seal thereto. The board of directors shall have the power to designate the officers and agents who shall have authority to execute any instrument on behalf of this corporation.

Article 7

Members and Membership Rights and Duties

7.1    Eligibility.  Any person or spouse of any person or descended from a person named Anderson, in any of its various forms and spellings, or upon consent of the council, or any person with an interest in the purposes of the corporation is eligible for membership.

7.2    Membership.  Membership shall be conferred upon application and payment of the current annual dues.

7.3    Length of membership.  Membership in good standing shall continue as long as the annual dues are paid by the dates to be determined by the council, and the member abides by the articles of incorporation and bylaws of said CLAN ANDERSON SOCIETY, Ltd.

7.4    Membership types and fees.  Two types of memberships are available, Family and Lifetime.  Family membership dues are $30 (US) per year for those opting IN to receiving society communications via email, and $40 (US) for those opting OUT of email communications.  Lifetime membership dues are $300 until June 30, 2022, $350 from July 1, 2022 through June 30, 2023 and $400 from July 1, 2023 and onward.

7.5    Family Membership.  A family membership shall consist of the primary member and spouse and dependent children under the age of eighteen residing in the family home.  All family members eighteen years of age and older shall have equal voting rights. Any exceptions shall be decided by the board of directors.

7.6    Lifetime Membership.  A lifetime membership shall consist of primary member and spouse and dependent children under the age of eighteen residing in the family home.  All lifetime members eighteen years of age and older shall have equal voting rights.  Any exceptions shall be decided by the board of directors.  Lifetime memberships may, upon the death of the primary member, be passed to a spouse, but shall not be transferred to any other person.

7.7    Rights and duties.  There shall only be one class of members, and the interest and rights of each member in the property and assets of the corporation shall be equal. Each member shall be equal. Each member shall have one unit of interest in property and assets. No membership shall be transferable except by consent of the board of directors. New members shall have the same voting power and property rights as all other members. When a member ceases to be eligible for membership, their rights as a member shall automatically be suspended and shall release the corporation and other members from any claim to any of the property or assets of the corporation.  Membership certificate shall be issued to each membership in form designated by the board of directors.  Each certificate shall be signed by the president and secretary or membership chair and have the corporation seal affixed.  Each certificate shall have designated upon its face that this corporation is a non-profit corporation.  The secretary shall keep a membership book containing the name and address of each member.  Where membership has been terminated, such fact shall be recorded together with the date on which membership ceased.  All members shall have the right and privilege of withdrawing at any time by giving notice in writing of resignation.  Such resignation shall be effective upon receipt.  The dues for Family memberships shall have a term of one year from the date of initial payment and be due in subsequent years on the anniversary of the initial payment.  Any member in default in payment of dues shall be suspended from all privileges of membership and, if after notice, shall default be not cured within a period of one year, the membership of said member shall automatically terminate.  Any member shall be removed from membership by a majority vote of the members present at any annual meeting or at any special meeting of the members for that purpose, for conduct deemed to be prejudicial to this corporation, provided that each member shall have first been served with written notice of the accusations against them, and shall have been given an opportunity to produce their witnesses, if any, and to be heard, at the meeting at which such vote is taken. Every member in good standing shall be entitled to one vote.

Article 8

Non-discrimination Policy

 8.1    Clan Anderson Society, LTD is an equal opportunity organization and will not allow discrimination based upon age, ethnicity, ancestry, gender association, national origin, disability, race, size, religion, sexual orientation, socioeconomic background, or any other status prohibited by applicable law.

Article 9

Honorary Members and Officers

9.1    The council or president may create and fill such honorary offices as it deems appropriate. The council or president may confer honorary membership on such worthy persons as it deems appropriate.

Article 10

Amendment of Bylaws

10.1    Amendments, how affected.  These bylaws may be amended, added to, or repealed by the affirmative vote at any regular or special meeting of the members if notice of the proposed

amendment, alteration, addition, or appeal be contained in the notice of the meeting, or by the affirmative vote of a majority of the board of directors if the amendment, alteration, addition, or repeal be proposed at a regular meeting, provided that any bylaws made by the affirmative vote of a majority of the board of directors as provided here may be amended, altered, added to, or repealed by an affirmative vote by the majority of the members entitled to vote at any regular meeting of the members, also provided that no change of the date of the annual meeting shall be made within two weeks before the day on which such meeting is to be held, unless consented to in writing, or by a resolution adopted at a meeting, by all members entitled to vote at the annual meeting.   

The board last amended the bylaws in February 2022.