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DRAFT OF NEW SOCIETY CONSTITUTION

DRAFT of the Menzies Clan Society CONSTITUTION
Amendments agreed in Council, May 2010

1. NAME
The name of the Society will be The Menzies Clan Society

2. OBJECTS & AIMS
The objects and aims of the Society will be to assist in the promotion of the Menzies Clan and the preservation of its history, relics and cultural ties through events, a clan magazine, exhibitions, exchanges, festivals, fund-raising and educational visits, etc. The Society is non-commercial, non-political and non-partisan.

3. RELATIONSHIP WITH TRUST
The Menzies Clan Society maintains a special relationship with THE MENZIES CHARITABLE TRUST.

4 MEMBERSHIP
Membership of the Society may include any individual or organisation who wishes to join, at the discretion of the Council. Current categories of membership are:
Life or Term Member Family Member
Senior Member Associate Member
Honorary Member Collegiate Member
For details of current Membership and fees, see website: www.menzies.org

5. COUNCIL
The Council will carry out the general policy and aims of the Society and provide management of the affairs of the Society. It shall determine and manage its own operations and the categories of membership and level of membership fees. It will meet at least twice a year.

The Council will consist of a total of 15 members, as follows:-
a) Office Bearers:
1. President, 2. Secretary, 3. Treasurer.
The Office Bearers shall be members of all committees and sub-committees ex-officio
b) Up to 12 elected Members of Council, comprising such other officers and members as the Council may decide from time to time and who are confirmed at the AGM, and including a representative whom the Clan Chief may appoint to serve on Council.

The Office Bearers and Members of Council shall be elected at the Annual General Meeting (AGM ) of the Society for a 3 year term, and be eligible for re-election for a second term of 3 years before retiring for at least 1 year before being eligible for re-election. The Council may co-opt an Office Bearer or Member of Council to any vacancy that arises between each AGM, to be confirmed in office at the next AGM. Office Bearers may not automatically vacate office at the expiry of their term of office until the appointment of their successor.

The Council may appoint sub-committees for project or other purposes, e.g. recruitment of new members, development, fund-raising, restoration, genealogy, etc. Such sub-committees may be formed and dissolved at the discretion of the Council.
Nominations to vacancies on the Council should be sent to the Secretary or President by no later than 1 April, and will be considered at the AGM, if approved by Council.
Council members are not autonomous and must act in accordance with the wishes of the Council.
Any member of the Society, Office Bearer or Member of Council may be removed by a vote of two-thirds or more of the Council for disciplinary or other reason at the discretion of Council.
The quorum at a meeting of the Council shall be 5 including 2 Office Bearers.

6. PROXY VOTING
The Society, because of the nature of its worldwide membership, may provide for proxy voting. This will be achieved by electronic means (see website for details :-www.menzies.org) under the direction and management of the Council.

7. MEETINGS OF SOCIETY
a) Meetings of the Society will be arranged from time to time at a venue chosen by the Council. Usually the Gathering will take place every August at Castle Menzies, to which all members will be invited.
b) The AGM of the Society will be held during the annual Clan Gathering. At the AGM the business will include the consideration of reports on the work done by the President, Secretary, Treasurer and Membership Secretary, the adoption of the annual accounts of the Society and any other relevant reports, and the election and confirmation in office of Office Bearers and Members of Council.
c) A special meeting of the Society may be called upon written demand of not less than half the Council.

8. COMMUNICATION WITH MEMBERS
Given the Society’s worldwide membership and the cost of postage, the Council will endeavour to communicate with members by electronic means wherever possible.

9. FINANCE
The Society shall have the power to raise money by means of membership fees and contributions from other sources.
The funds, income (including interest on funds) and property of the Society shall be applied solely towards the promotion of the objects and aims of the Society as set out in the Constitution and no portion thereof shall be transferred by way of profit to any member of the Society, providing that nothing herein shall prevent the payment in good faith of reasonable and proper remuneration to any Office Bearer or the repayment of out of pocket expenses and on presentation of receipts to the Treasurer. All interest received on Society funds shall be retained by the Society and put towards the objects and aims of the Society.
The membership fee for any financial year shall be decided at the immediately preceding AGM and no member of the Society shall be liable to any further financial demands.

10. SOCIETY YEAR AND AUDIT
The Society’s financial year shall run from 6th April to 5th April.
The Treasurer will arrange for the Society’s annual accounts, which will have been reviewed by another Office Bearer or Member of Council, to be presented at the following AGM.

11. DISSOLUTION
The Society may at any time be dissolved by a resolution passed by two-thirds of those present and/or entitled to vote at a special meeting of the Society of which at least 90 days’ notice shall have been sent to the Society’s membership. Upon dissolution, all funds of the Society shall be donated to any successor organisation of the Society or, if none, to The Menzies Charitable Trust.

13. ALTERATION TO THE CONSTITUTION
Alterations to the Constitution can be made by a resolution passed by not less than two-thirds of the members present and entitled to vote (including proxy votes) at a properly convened meeting of the Society. Other suggestions for change to the Constitution may be submitted to the Council for consideration.
The Constitution should be reviewed from time to time and approved changes confirmed at the AGM.

14. INVALIDATION
The proceedings of the Society will not be invalidated by any failure to appoint or any defect in the appointment, election or qualification of any member or any Office Bearer of the Society

15. PRESIDENT’S DISCRETIONARY POWER
The President shall have the power to act on behalf of the Committee in urgent matters which may arise, provided that his/her action is reported to and confirmed at the next Council meeting.

16. RESIGNATION
Any member or Office Bearer has the right to resign from the Society at any time, taking effect from notice being given to the Secretary.
Any member or Office Bearer named to the Society by the Membership Secretary or Treasurer as not having paid the membership fee can be deemed to have resigned.

 
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