BY-LAWS of the CLAN ROSS ASSOCIATION OF CANADA
- Revised August 1, 1993
- Revised July 7, 1996
- Revised June 25, 2006
By-Laws
of the
Clan Ross Association of Canada
(Founded - December 1, 1960 - Montreal, Quebec, Canada)
- ARTICLE 1
- The Association:
- Section 1 The Association shall be called the Clan Ross Association of Canada, herein referred to as the Association. It shall be constituted to operate throughout Canada and elsewhere.
- Section 2 The Head Office of the Association shall be located in the City of Winnipeg, Manitoba, Canada.
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- ARTICLE 2
- Objects:
- The objects of the Association as stated in the Letters Patent shall be:
- Section 1 To promote interest in the history and origin of the Clan and Family of Ross.
- Section 2 To encourage communication and cultivation of mutual knowledge and social intercourse amongst all persons of the name Ross or whose origins are in the Family and Clan Ross.
- Section 3 To encourage education, the collection and preservation of records, traditions, and historical material, related to the history of the Clan Ross, its members, branches, and septs and to collect and preserve other historical material relating to the Celtic races of Scotland and elsewhere.
- Section 4 To study the folklore, the language, and the dialects of Celtic Scotland and Celtic Canada.
- Section 5 To cooperate with any other Clan Society or other similar Association in the fostering and furthering of Clan sentiment and to render assistance to Clans people everywhere.
- Section 6 The Association is to be non-political and non-sectarian.
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- ARTICLE 3
- Membership:
- Section 1 There shall be Ordinary Members, Honorary Members and Associate Members.
- Ordinary Members shall be:
- Section 2 All persons bearing the name of Ross either by birth, descent or marriage and in the various forms which the name may be recognized by the Association upon application.
- Section 3 All persons bearing the name of the various Clan Septs or related to the Clan by birth, descent or marriage upon application.
- Section 4 All eligible persons who have paid an Annual Fee, the amount of which shall have been decided by the Executive Council of the Association.
- An Honorary Member shall be:
- Section 5 Any person or organization proposed in writing to the Executive Council by two or more Ordinary Members stating the service that the person or organization has performed for the Association or that the person or organization is deserving of recognition for contributions to any of the objects of the Association and upon their agreeing to become Honorary Members.
- Section 6 Approved for such membership by the majority vote of the members attending the Annual General Meeting.
- Section 7 There shall be two classes of Honorary Members:
- 1. Voting. Those who have come from the ranks of Ordinary Members, and have paid at least one Annual Fee. They shall continue to have the rights and privileges of an Ordinary Member, including the right to vote, but not the right to hold office.
- 2. Non-voting. Those who have come from outside the ranks of the Association. They shall be entitled to the rights and privileges of an Ordinary Member excepting the right to vote and hold office.
- Section 8 Exempt from paying Annual Fees.
- An Associate Member shall be:
- Section 9 Any person or organization not qualifying as an Ordinary Member because they do not bear the name of Ross, or the name of a Clan Ross Sept, or are not related to the Clan by birth, descent or marriage. They
- 1. wish to participate more actively in Association events
- 2. must support the Objects of the Association
- 3. will not be allowed to vote or to hold office, and
- 4. will be subject to the same Annual Fees as Ordinary Members to fund the newsletter.
- Additional Considerations Re. Membership:
- Section 10 Any member may withdraw from the Association by delivering to the Association a written resignation and lodging a copy of the same with the Secretary of the Association. Failure to submit the required fee for any calendar year constitutes forfeiture of membership. Membership fees are payable annually on January 1st. Reinstatement of membership may be made by payment of the dues which are in arrears.
- Section 11 The Association may withdraw the membership of any member for any reason upon the approval of the Executive Council and ratification by the majority vote of members at the Annual Meeting or a Special Meeting of members. The annual fee for the calendar year in which the membership is withdrawn shall be refunded without interest to the person whose membership has been withdrawn by the Association.
- Section 12 Membership is not limited to any geographic area of Canada or elsewhere.
- Section 13 The Association upon refusing to accept any application for membership shall refund without interest any monies forwarded with the application.
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- ARTICLE 4
- The Executive Council:
- Section 1 The Association shall be managed by the Executive Council.
- Section 2 The Officers of the Association shall be a President, First Vice-President, Second Vice-President, Secretary, and Treasurer. All of whom shall be elected annually by a majority vote of the membership of the Association present at the Annual General Meeting except as per Section 11 who is ex-officio.
- Section 3 The Executive Council shall hold one meeting a year during the month of April or May in Metropolitan Toronto, Ontario, or any other place within Canada at such place therein and time as agreed to by three members of the Executive Council.
- Section 4 Three Officers present at an Executive Council meeting shall form a quorum of the Council.
- Section 5 Special or extraordinary meetings of the Executive Council may be directed by the President or in an emergency by any three of the First Vice-President, Second Vice-President, Secretary, or Treasurer.
- Section 6 Notice of the date and place fixed for Executive Council Meetings shall be sent to all council members not less than two weeks prior to the date of the meeting. Notice of any meeting where special business will be transacted should contain sufficient information to permit the council member to form a reasoned judgement on the decision to be taken.
- Section 7 Each Eligible Executive Council member present at a council meeting is entitled to one vote.
- Section 8 All meetings of the Executive Council shall be governed by a majority vote of the eligible members of the Executive Council present at the meeting. Voting by proxy shall not be permitted.
- Section 9 The Executive Council shall have the power to make expenditures for the purpose of furthering the objects of the Association and to enter into a trust arrangement for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interests of the Association in accordance with such terms as the Executive Council may provide.
- Section 10 The Executive Council shall take such steps as it may deem requisite to enable the Association to acquire, accept, solicit, or receive legacies, gifts, grants, settlements, bequests, endowments, and donations of any kind whatsoever for the purpose of furthering the objects of the Association.
- Section 11 David Ross of Ross, Chief of Clan Ross, and his successors by virtue of Chiefship shall be titular head of the Association.
- Section 12 A member of the Executive Council shall be charged with the supervision and collection of all historical matter. That person shall be called the "Historian" or Seanchaidh and shall hold articles in trust for the Association during his or her term of office.
- Section 13 An Official Piper to the Association may be appointed by the Executive Council and shall not pay an annual membership fee.
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- ARTICLE 5
- Meetings:
- Section 1 The Association shall hold one meeting a year which shall be the Annual Meeting. The Annual Meeting shall be held in the month of June or July in Metropolitan Toronto, Ontario or any other place within Canada, at such place therein and time as arranged by the Executive Council.
- Section 2 Special or extraordinary meetings of the Association may be directed by the Executive Council or in an emergency by any three of the President, First Vice-President, Second Vice-President, Secretary or Treasurer. Notice of the date and place fixed for the Annual General Meeting and all other General Meetings shall be sent out to all members not less than two weeks prior to the date of the meeting. Notice of any meeting where special business will be transacted should contain sufficient information to permit the member to form a reasoned judgement on the decision to be taken.
- Section 3 Meetings shall be held by the Executive Council when warranted or considered desirable.
- Section 4 All meetings including the Annual General Meeting may be convened by order of the Executive Council at any time or place within the boundaries of Canada.
- Section 5 All meetings of the Association shall be governed by a majority vote of the membership present at the meeting unless the Act or the By-Laws otherwise provide. Voting by proxy shall not be permitted.
- Section 6 A quorum of the Membership shall be three Ordinary Members.
- Section 7 The Executive Council shall call a special meeting of the Association on the written request of 10% of the total eligible Ordinary Members.
- Section 8 Each eligible Ordinary Member present at a meeting shall have the right to one vote.
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- ARTICLE 6
- Officers:
- Section 1 The President shall preside at meetings of the Members and Executive Council.
- Section 2 The President shall sign all instruments which require the President's signature and shall perform all duties incidental to the office and shall have other power and duties as may from time to time be assigned to the President by the General Membership of the Association.
- Section 3 If the President wishes to speak for or against a resolution the President shall obtain the meeting's permission to vacate the chair and be replaced by the First Vice-President or the President's appointee while the resolution is being debated. The President shall be given five minutes to speak and shall adhere solely to the matter of the moment.
- Section 4 The President shall have the general and active management of the business of the Association. The President shall see that all orders and resolutions of the Executive Council are carried into effect and the President or the First Vice-President with the Secretary or the Treasurer shall sign all by-laws and other documents requiring the signature of the officers of the Association.
- Section 5 The First Vice-President shall automatically assume all the powers and responsibilities of the President and shall perform them in the absence of the President. The First Vice-President shall have such powers and duties as may from time to time be assigned to the First Vice-President by the Association.
- Section 6 The Second Vice-President shall automatically assume all the powers and responsibilities of the First Vice-President and shall perform them in the absence of the First Vice-President. The Second Vice-President shall also have powers and duties as may from time to time be assigned to the Second Vice-President by the Association.
- Section 7 The Treasurer shall have the custody of the Association funds and securities (except the Bursary Endowment Fund) and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Association and shall deposit all monies and other valuable effects in the name of the Association in such a bank or trust company as the Executive Council may direct. The Treasurer shall disburse by cheque the funds of the Association as may be ordered by the Executive Council taking proper vouchers for such disbursements. The Treasurer shall sign all the cheques with any one of the President, First Vice-President, or Secretary and shall countersign all instruments which require the Treasurer's signature and perform all duties incidental to the Treasurer's office as required of the Treasurer by the Association.
- Section 8 The Secretary shall attend sessions of the Executive Council and meetings of the members and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose.
- Section 9 The Secretary shall issue or cause to be issued notices of all meetings and shall perform such other duties as the term of the Secretary's engagement calls for or the Association may from time to time properly require of the Secretary.
- Section 10 The Secretary shall be custodian of the seal of the Association which the Secretary shall deliver only when authorized by a resolution of the Association to do so and to such person or persons as may be named in the resolution.
- Section 11 An office of the Executive Council shall be declared vacant when:
- (i) The incumbent demonstrates inability to handle the requirements of the office or is found to be mentally incompetent or of unsound mind.
- (ii) A resignation in writing is received.
- (iii) By resolution passed by seventy-five percent of those present at a General Meeting called for that purpose, a person is removed from office.
- (iv) Any position on the Executive Council shall become vacant by reason of death, resignation, disqualification, or otherwise, the members may elect or the Executive Council may appoint someone who is a member of the Association to fill such vacancy to complete the term of office.
- Section 12 The Executive Council shall transact all business when the membership is not in session and shall execute the orders of the membership and adopt measures in the interest of the Association as it deems necessary.
- Section 13 All Executive Officers must attend sixty percent (60%) of Executive meetings and seventy-five percent (75%) of all General Meetings unless otherwise excused by a majority of the Executive Council members.
- Section 14 No Officer or Member of the Association is to receive any pecuniary gain for any activity or service in the promotion of the objects of the Association and any profits resulting from any such activity shall be the property of the Association.
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- ARTICLE 7
- Trustees:
- Section 1 Two Trustees shall be appointed from among the members of the Executive Council for the administration of all Bursaries and other endowment funds held by the Association who shall be called Endowment Trustees and shall be appointed or re-appointed annually by the Executive Council.
- Section 2 They shall be entrusted with all such funds and the administration of such funds with the approval of the Executive Council.
- Section 3 Any Trustee may be removed by the Executive Council and the Executive Council may fix the remuneration to be paid.
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- ARTICLE 8
- Amendments:
- Section 1 The Executive Council cannot amend these By-Laws. No alterations or additions to these By-Laws shall be made except it be accepted by two-thirds of the members present and possessing the right to vote at an Annual General Meeting of the Association.
- Section 2 The Proposed amendment shall be submitted in writing to the Secretary of the Association sixty (60) days prior to the Annual General Meeting. That the amendment be submitted in writing and mailed to the General Membership at least two weeks prior to the Annual General Meeting. That the amendment shall be presented for discussion at the Annual General Meeting and that a two-thirds vote of the members present at the meeting be required to pass the amendment, provided that the repeal or amendment of such by-law shall not be enforced or acted upon until the approval of the Minister of Consumer and Corporate Affairs has been obtained.
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- ARTICLE 9
- Auditor:
- Section 1 The members at each Annual General Meeting shall appoint an Auditor.
- Section 2 The Auditor shall hold office until the subsequent Annual General Meeting unless by resignation or by action of the membership.
- Section 3 The Auditor shall supply an Annual Report to the Annual General Meeting and shall report any discrepancies and, as considered appropriate, make recommendations and suggestions for improvements.
- Section 4 The remuneration for the Auditor shall be agreed upon by the Executive Council.
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- ARTICLE 10
- Donations and Legacies:
- All donations and legacies either for the purpose of the Association generally or for any special purposes shall be made payable to the "Clan Ross Association of Canada" and mailed to the President, Treasurer, or Secretary of the Association who shall be guardian of such funds until such time as the Bursary and Endowment Trustees have been duly appointed.
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- ARTICLE 11
- Bank Accounts:
- Section 1 The funds of the Association shall be lodged within a reasonable time by the Treasurer of the Association in a Bank and/or Trust Company, in good repute, located in Canada, at a place approved by the Executive Council, in the name of the "Clan Ross Association of Canada" and the said account shall be operated upon by cheques made out by the Treasurer and signed by the Treasurer and any one of the President, First Vice-President, or Secretary of the Association.
- Section 2 A separate bank account shall be set up to embrace all Bursary and other special funds which shall be administered by the appointed trustees for that purpose.
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- ARTICLE 12
- Fiscal Year End:
- The fiscal or financial year of the Association shall terminate on the last day of December (31st) of each year.
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- ARTICLE 13
- Committees:
- The Executive Council shall have the power to appoint committees whose members shall be Ordinary Members of the Association and shall hold their offices at the pleasure of the Executive Council to perform such duties as required and to receive such remuneration fixed by the Executive Council.
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- ARTICLE 14
- Regional Commissioners:
- The Executive Council shall have the power to appoint Regional Commissioners in various regions of Canada. A Regional Commissioner shall be an Ordinary Member accountable to the Executive Council and shall promote the objects of the Association. A Regional Commissioner shall hold office at the pleasure of the Executive Council for whatever term deemed appropriate by the Executive Council.
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- ARTICLE 15
- Minutes:
- Section 1 The minutes of the Annual or previous General Meeting shall be read out at the current General Meeting.
- Section 2 The minutes of the various meetings of the Executive Council shall be kept by the Secretary and will be made available to interested members on request.
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- ARTICLE 16
- Signatures and Certification of Documents:
- Contracts, documents or any instruments in writing requiring the signature of the Association shall be signed by any two of the President or First Vice-President and the Secretary or Treasurer and all contracts, documents, and instruments in writing so signed shall be binding upon the Association without any further authorization or formality. The directors shall have power from time to time by by-laws to appoint an officer or officers on behalf of the Association either to sign contracts, documents and instruments in writing generally or to sign specific contracts, documents or instruments in writing. The seal of the Association, when required, may be affixed to contracts, documents, and instruments in writing signed as aforesaid or by any officer or officers appointed by resolution of the Association.
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- ARTICLE 17
- Dissolution:
- It is specially provided in the event of dissolution of the Association all net assets after payment of all liabilities shall be distributed to one or more recognized charitable organizations in Canada.
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- ARTICLE 18
- Interpretation:
- In these By-Laws and in all other By-Laws of the Association hereafter passed, unless the context otherwise requires, words importing the singular member or the masculine gender shall include the plural member or the feminine gender, as the case may be and visa versa, and reference to persons shall include firms and corporations.
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In witness whereof we have hereunto set our hands at the City of Toronto, in the Province of Ontario, on the 3rd day of May , 1991.
Signed:
J. Donaldson Ross
E. F. Cook
H. R. Ross
M. L. Montgomery
E. B. Swinton
Clan Ross Association of Canada
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