CSAC is a non–profit group registered with Industry Canada.
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[Page last updated 13 July 2011]
2. Board of Directors
4. Officers and Their Duties
: This organization shall be known as the
"Clan Sinclair Association (Canada)"
hereinafter referred to as the Association.
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
Clan Sinclair throughout the world.
2.1.4 — The collection, preservation and publication of the records,
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
2.1.6 — The encouragement of education and the advancement of youthful
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
all its jurisdictions: Federal, Provincial and Municipal.
3.1 Amendment: The Constitution of the Association or its by–laws may
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
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
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.
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
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.
1.2 Application for Membership
1.2.1 — Applications for membership in the Association may be made
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.
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
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
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.
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
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
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.
2. BOARD OF DIRECTORS
2.1.1 — The property and business shall be managed by a board of
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
2.2.1 — The applicants for incorporation shall become the first directors
of the Association whose term of office shall continue until their successors
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)
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
2.3.2 — Reasonable notice shall be given for Directors’ meetings
14 days if sent by mail. Notice can be waived by Directors who attend the
2.3.3 — A quorum for Directors’ Meeting shall be two.
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:
- if the director submits his/her resignation in writing
- if he/she is found by a court to be of unsound mind
- if he/she becomes bankrupt or suspends payment or compounds with his/her
- on death
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.
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
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
3.1.7 — Elections shall be held at duly scheduled meetings preferably at
3.1.8 — Roberts Rules of Order shall apply to govern the conduct of all
4. OFFICERS AND THEIR DUTIES
4.1.1 — The officers of the Association shall be:
- Immediate Past President
- 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
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.
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.
5. EXECUTIVE COMMITTEE
5.1.1 — The Executive Committee shall be comprised of
Officers of the Association and the President shall be the Chair of Executive
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
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
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.
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
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.
8. BRANCHES OF THE ASSOCIATION
Clan Sinclair Association (Canada) [applicable
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:
or some other suitable name chosen by the regional membership.