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Constitution & By–laws    




CSAC is a non–profit group registered with Industry Canada.

Click in the table of contents below to browse the Constitution and By–laws, or in the menu at the top of the page to visit other areas of this site.

[Page last updated 13 July 2011]


 

Constitution

Article I

1.1 Name

Article II

2.1 Objects

Article III

3.1 Amendment


By–laws

1.  Membership

1.1 Qualifications

1.2 Application for Membership

1.3 Classes of Membership

1.4 Payment of Membership Fees

2.  Board of Directors

2.1 Membership

2.2 Election

2.3 Meetings

2.4 Removal

2.5 Powers

3.  Meetings of the Association

4.  Officers and Their Duties

4.1 Officers

4.2 The Duties of Officers

5.  Executive Committee

6.  Nominations

7.  Elections and Voting

8.  Branches of the Association


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CONSTITUTION   


Article I

1.1  Name: This organization shall be known as the

"Clan Sinclair Association (Canada)"

hereinafter referred to as the Association.

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Article II

2.1  Objects: The Objects of the Association shall be:

2.1.1 — Non–sectarian and non–political.

2.1.2 — The acquisition, compilation, preservation and distribution of information of historical interest and value, particularly Canadian, which concerns those who may be considered to be or to have been by birth, marriage or adoption a part of Clan Sinclair.

2.1.3 — The fostering and preservation of Clan sentiments with other branches of Clan Sinclair throughout the world.

2.1.4 — The collection, preservation and publication of the records, traditions, and genealogies of Clan Sinclair as well as biographical notes, stories or legends pertaining to any member past or present of Clan Sinclair.

2.1.5 — The cultivation of social intercourse among the members of the Association.

2.1.6 — The encouragement of education and the advancement of youthful Clan members by bursaries and/or scholarships.

2.1.7 — The maintenance the presence in Canada of Clan Sinclair through the official membership roll.

2.1.8 — The objects of the Association shall be subject to the laws of Canada in all its jurisdictions: Federal, Provincial and Municipal.

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Article III

3.1  Amendment: The Constitution of the Association or its by–laws may be amended at any Annual General Meeting or any Extraordinary General Meeting of the Association provided that:

3.1.1 — A Notice of Motion setting out the proposed amendment has been sent to all members who are eligible to vote not less than ninety (90) days prior to the date of any such meeting. Such Notice, when practicable, shall be mailed along with the Notice of the Annual General Meeting or any other Extraordinary General Meeting; and

3.1.2 — For any amendment to carry, two–thirds of the votes cast must be in favour of such an amendment. The amendment will not be considered in force until Ministerial Approval has been granted by supplementary Letters Patent.

3.1.3 — New By–laws may be enacted by the Association and do not require Ministerial Approval unless these enactments constitute an amendment to ( by substitution or addition), or repeal of, existing By–laws.

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—BY–LAWS—

1.  MEMBERSHIP

1.1. Qualifications

1.1.1 —  All persons bearing the surname of Clan Sinclair or any of its Septs, however spelled, shall be eligible for membership in the Association.

1.1.2 —  Persons having any such surname on the female side and the descendants of any such persons shall be entitled to become members of the Association. The foregoing general principals shall be the only prima facie evidence that the bearer of the surname is entitled to be a member of Clan Sinclair.

1.1.3 —  Others who have and interest in the purposes and objects of the Association but who may not bear any of the surnames of Clan Sinclair, may also be admitted to Associate Membership upon the advice and consent of any officer of the Association.

1.1.4 —  Members may withdraw from the Association by stating that intention to the Secretary in writing. Membership fees shall be refunded only for complete calendar years for which no quarterly newsletters have been mailed.

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1.2  Application for Membership

1.2.1 —  Applications for membership in the Association may be made through the Secretary.

1.2.2 —  Applications for membership shall be approved by the President and Secretary and where doubt as to eligibility exists, the application shall be referred to the Executive Committee and such application shall be approved by a simple majority of those voting.

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1.3  Classes of Membership

1.3.1 —   Regular Members must be at least 18 years of age qualify for membership in the Association. They may be enrolled as Single Members or may be enrolled as part of a family grouping normally consisting of a husband and wife and all family members occupying the same residence, such membership shall be known as Family Membership.
   Regular Members shall be required to pay an annual membership fee, the amount of which shall be determined by the Annual General Meeting.

1.3.2 —   Associate Members are those who show a sincere interest in Clan Sinclair affairs and wish to support its projects and who have been approved by any officer of the Association. Associate members pay annual fees in the same manner as Regular Members.

1.3.3 —   Honourary Members are those who have made outstanding contributions to the Association in particular or to Clan Sinclair in general. Any regular member can propose the appointment of an Honourary Member but only a majority vote of the General Meeting can approve such a proposal. No fee is required of Honourary Members.

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1.4  Payment of Membership Fees

1.4.1 —  Fees for regular and associate members are due on the first day of the first month of each calendar year and are applicable for the ensuing year.

1.4.2 —  Members failing to pay their required fees within ninety days of the due date will be deemed as not in good standing and may forfeit their right to hold office or to vote in any proceedings of the Association. However, should the fees be received by the Treasurer within that calendar year, the member shall be considered to have been restored to his or her full status as a regular member.

1.4.3 —  Members who are one or more years in arrears my, by resolution of the Executive Committee, have their names removed from the membership roll.

1.4.4 —  Members who have had their names removed from the membership roll in accordance with paragraph 1.4.3 (above) may be subsequently re–admitted to membership in the Association on payment of all arrears or triple the amount of his or her regular membership whichever is the less.

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2.  BOARD OF DIRECTORS

2.1  Membership

2.1.1 —   The property and business shall be managed by a board of four directors: one from The Clan Sinclair Society of Nova Scotia, normally the President of that Society; one from the Clan Sinclair Association (Canada) Ontario Branch; any one of the Past Presidents of the Clan Sinclair Association (Canada) and, ex officio, the President of the Clan Sinclair Association (Canada). The number of directors may expand as new regions are admitted to Branch status (see Sect. 8).

2.2  Election

2.2.1 —  The applicants for incorporation shall become the first directors of the Association whose term of office shall continue until their successors are elected.
Directors, except the ex officio director, are nominated and elected at the Annual General meeting and serve terms of four years. Although there are regional qualifications for the election of Directors, the whole meeting shall vote in the election of Directors. No director shall serve more than three (3) terms.

2.3  Meetings

2.3.1 —  Directors shall meet as required, normally once a year alternately in Halifax and Toronto. Telephone conferencing is an acceptable method of meeting provided that all directors consent either generally or in respect of a particular meeting and all persons participating in the meeting can hear each other.

2.3.2 —  Reasonable notice shall be given for Directors’ meetings normally 14 days if sent by mail. Notice can be waived by Directors who attend the meeting.

2.3.3 —  A quorum for Directors’ Meeting shall be two.

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2.4  Removal

2.4.1 —  A Director can be removed by the following procedure:
Upon presentation to the Secretary of a motion signed by 10 members of the region of the Association in which the Director resides, the Secretary shall, within 90 days, summon an Extraordinary General Meeting to consider the motion to remove a Director.Members from all regions are eligible to vote and a two–thirds majority of those voting shall be sufficient to remove a Director.

2.4.2 —  The office of Director shall otherwise be deemed vacant:
  1. if the director submits his/her resignation in writing
  2. if he/she is found by a court to be of unsound mind
  3. if he/she becomes bankrupt or suspends payment or compounds with his/her creditors
  4. on death

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2.5  Powers

2.5.1 —  The Board of Directors shall take steps as they may deem necessary to enable the Association to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purposes of furthering the objects of the Association.

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3.  MEETINGS OF THE ASSOCIATION

3.1.1 —  The Annual General Meeting shall be held at a time and place determined by the President in consultation with the Executive Committee.

3.1.2 —  Meetings may be called with written notice by first class mail to all members ninety (90) days in advance of any such meeting. Notice of special business shall contain enough information to allow the member to make a reasoned decision.

3.1.3 —  Notices of all meetings shall contain a reminder of proxy rights.

3.1.4 —  Upon the request, in writing, by five percent of the current membership, the Board of Directors, in a timely manner, shall call a special meeting giving the usual notice and adequate information concerning the issues to be raised.

3.1.5 —  Quorum shall consist of five (5) regular members.

3.1.6 —  Regular Members and Associate Members shall be entitled to one (1) vote each.

3.1.7 —  Elections shall be held at duly scheduled meetings preferably at the A.G.M.

3.1.8 —  Roberts Rules of Order shall apply to govern the conduct of all meetings.

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4.  OFFICERS AND THEIR DUTIES

4.1 Officers

4.1.1 —  The officers of the Association shall be:
  • Immediate Past President
  • President
  • Vice–Presidents
  • Secretary )
  • Treasurer ) or Secretary Treasurer
4.1.2 —  Officers shall be duly elected by the members as prescribed by these by–laws for a term of four (4) years in any office and each may succeed himself/herself for successive terms but not normally more than three in any event.

4.1.3 —  Unfulfilled terms may be filled by appointment by the President but at the next Annual General Meeting, the position so appointed shall be filled by election.

4.1.4 —  Should the office of President become vacant, the immediate past President shall fill the office of President until either an Extraordinary General Meeting or the Annual General Meeting is held, either of which can elect a new President.

4.1.5 —  Officers may be removed from office upon the petition of members to the Board of Directors as prescribed in Section 3.1.4. The Board of Directors shall call a Members' Meeting and an Officer shall be considered to have been removed from office if two–thirds of the members present vote for such removal.

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4.2 The Duties of Officers

4.2.1 —  The President shall preside at all meetings and is, ex officio, a member of all committees. The President may introduce business but shall only vote in case of tie. The President may take or delegate all such appropriate action as would serve the Association but may only commit sums of money which are both necessary, desirable and within the capabilities of the treasury to support. Whenever possible, approval of the Executive Committee is desirable for expenditures of over $200.00.

4.2.2 —  The Vice–Presidents shall represent geographical areas of Canada from which the Association's membership is supported. It shall not be inconsistent with this provision to have more than one Vice–President from a geographical area which provides a population and/or a membership base which, in relation to those of other areas, would warrant additional appointments. The number of Vice–Presidents and the constituency each shall represent will be proposed to the membership ninety (90) days prior to any general election of officers.

4.2.3 —  The Secretary shall be responsible to the Executive Committee and the membership for the records and transactions of all business except financial business of the Association. The Secretary shall be responsible for maintaining an up–to–date membership roll and for the issuing of membership cards or certificates. The Secretary shall maintain minutes of all meetings of the Association and shall be custodian of the Corporate Seal.

4.2.4 —  The Treasurer shall be responsible to the Executive Committee and to the membership for keeping an accurate record of all revenue and expenditures of funds of the Association. The Treasurer shall submit current financial reports to the president and/or the Executive Committee as and when required. The Treasurer shall submit a complete financial report at the Annual General Meeting.

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5.  EXECUTIVE COMMITTEE

5.1.1 —  The Executive Committee shall be comprised of the Officers of the Association and the President shall be the Chair of Executive Committee meetings.

5.1.2 —  The Executive Committee shall oversee the day–to–day business of the Association and make decisions on behalf of the Membership. The Executive Committee may enter into negotiations with Government or other organizations, Scottish or Clan Associations with purpose of furthering the objects of the Association.

5.1.2 —  At the discretion of the President and upon notice of a minimum of 14 days, the Executive Committee shall meet as necessary. A quorum shall be three (3), such meetings to be held alternately at Toronto or Halifax but telephone meetings that permit all participants to hear each other are allowed.

5.1.3 —  Any Member of the Executive Committee who has been removed from his/her duties as an Officer of the Association under section 4.1.5 shall be deemed to have been removed from the Executive Committee.

5.1.4 —  The Treasurer shall sign all banking documents on behalf of the Association. All other Association documents shall be signed by both the President and Secretary.

5.1.5 —  The Auditor shall be appointed by the Annual General Meeting and shall audit financial statements that are reported to the membership. If agreed by 100% of the members at the Annual General Meeting, one of the Officers of the Association may be appointed Auditor.

5.1.6 —  No Officer or Director shall benefit financially from any action of the Association. No Officer or Director shall receive any remuneration for services but may be reimbursed for actual expenses incurred in the pursuit of Association business. Receipts for such expenses shall be provided for audit purposes and to substantiate any claim for reimbursement.

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6.  NOMINATIONS

6.1.1 —  The President shall appoint a Chairman of Nominations who in turn may appoint two other members to form a Nominations Committee which must report to membership at least ninety (90) days prior to the date of an election.

6.1.2 —  The Nominations Committee will receive nominations for the appointments to be filled. Nominations shall only be made of the those Regular Members or Associate Members who have indicated a willingness and desire to act in the office for which they are nominated.

6.1.3 —  The slate of nominees shall be published to members who are eligible to vote at least ninety (90) days prior to the election.

6.1.4 —  Nominations may be received from the floor on the day of election, such nominations to be subject to the qualifications stated in paragraph 6.1.1 above.

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7.  ELECTIONS AND VOTING

7.1.1 —  Elections shall be held at the Annual General Meeting at which time the terms of the current Officers expire and the terms of the newly elected Officers begin. At this time, elections to fill vacated offices shall be held.

7.1.2 —  Voting shall be by secret ballot which shall be delivered to the Secretary who shall count the ballots in the presence of scrutineers if so desired. Ballots by proxy shall be permitted providing that such proxy ballots have been delivered to the Secretary in the presence of the scrutineers prior to calling the meeting for elections to order. For voting other than in an election, any member may hold the proxy of another member provided that such permission has been given in writing and has been presented to the Secretary prior to voting.

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8.  BRANCHES OF THE ASSOCIATION

8.1.1 —  When the membership in a geographical region warrants either by numbers or by desire or both, Branches of the Association may be established to promote the objects and purposes of the Association on a local level. Each branch shall nominate its own candidate(s) for election as Vice–President for that region and such election shall be carried out by the membership as a whole at the Annual General Meeting.

8.1.2 —  The Branches shall be known as:

Clan Sinclair Association (Canada) [applicable name] Branch

or some other suitable name chosen by the regional membership.
 
 

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