Bylaws of the Memphis Scottish Society, Inc.

As Approved June 14, 2021

Article I - Name of the organization

The name of this society shall be the Memphis Scottish Society, Inc., a Tennessee corporation, hereinafter referred to as the "Society".

Article II - Scope, Purpose, and Affiliation

Section 1 - Scope of Bylaws:

These bylaws shall provide for the management and governing of the Society in all of its activities.

Section 2 - Purpose:

The Society shall foster education. and promote understanding and good fellowship in the Memphis, Tennessee area among people of Scottish heritage and other persons interested in Scottish matters, especially:

To study and learn about their Scottish heritage.
To promote and foster in the Memphis area special interest groups which are devoted to certain areas of Scottish heritage, traditions, history, and culture.
To promote contacts with similar groups in other localities.
To inform and educate the general public concerning the unique Scottish heritage.

To assist qualified organizations and individuals in their pursuit of education and in understanding their Scottish heritage. The type, amount and frequency of any assistance given, and the determination of who shall receive or administer such assistance, shall be at the sole discretion of the Board of Directors ("Board") of the Society.

Section 3 - Affiliation:

The Society may be affiliated with other organizations, if so approved by the Board.

Article III - Membership and Dues

Section 1 - Eligibility:

Membership in the Society shall be open to individuals and families of Scottish descent or who have a genuine interest in things Scottish. A "Member in Good Standing" is defined as any individual and/or family who has completed an application upon joining and has paid current membership dues.

Section 2 - Entitlement to Right and Privileges:

All adult Members in Good Standing shall be entitled to exercise their vote at regular meetings of the members and to assume or retain office in the Society. No Member In Good Standing shall be barred from any regular meeting, Board meeting, or Committee meetings. Voting privileges at those meetings shall be reserved for Board or committee members.

Section 3 - Term of Membership:

The term of membership is one twelve month period, from October 1 to September 30 of each calendar year.

Section 4 - Dues:

Dues shall be determined each year by the-Board based upon the financial needs of the Society. Should a new member join the Society after April 1 of any year, their dues shall be one-half of the annual amount during that last part of their first year.

Section 5 - Classes of Membership

At the discretion of the Board, annual dues consistent with the Society mission and these bylaws shall be established.

Section 6 - Dismissal

The Board, at its sole discretion, may cancel the membership of any member upon determination of just cause. Such dismissal shall be subject to appeal.

Article IV - Organization

Section 1 - Society Management:

The business affairs of the Society shall be conducted by the Board. At the beginning of each year, the Board shall approve the annual budget for the Society.

Section 2 - Composition of the Board:

The Board shall consist of the following officers: the President, the Vice-President, the Secretary, the Treasurer, the immediate Past President, and three (3) Members at Large.

All members of the Board except for the Past President shall be elected by the Members in Good Standing at the regular December meeting. The officers shall hold office for one twelve-month period, beginning at the end of the annual Burn's Nicht dinner, or February 1, whichever occurs first.

Section 3 - Term Limits

No elected officer shall serve more than two consecutive terms. No officer shall occupy more than one office at a time, but may hold different offices in successive years.

Section 4 - Replacement of an Officer:

If an officer resigns or is suspended for cause during a term of office, a successor shall be elected to serve the remainder of the unexpired term by a vote of a two-thirds majority of the remaining Board members.

Section 5 - Duties of the Board:

The duties of the members of the Board shall be as follows:

1. President

The President shall preside at all meetings of the Society and of the Board, shall appoint all committee chairs, and shall direct the administration of the business affairs of the Society. The President shall be the final authority for the expenditures of funds within the guidelines set forth in the annual budget. The President may serve ex-officio of all committees, except the Nominating Committee and the Scholarship Committee.

2. Vice-President

The Vice-President shall act for the President in his/her absence at meetings of the Society, of the Board, and of committees. In the event of a vacancy in the office of President, the Vice-President shall become President for the remainder of that term of office. In the event that the Vice-President is unwilling or unable to assume the duties as President, the Board with a two-thirds majority shall elect a new President who shall serve for the remainder of the term of office.

3. Secretary

The Secretary shall be responsible for maintaining all records of the Society and the Board, except for the financial records., It shall be the duties of the Secretary to issue notices, maintain files of minutes of all meetings, and carry on correspondence. The Secretary shall deliver the records to the elected successor upon retirement from office.

4. Treasurer

The Treasurer shall collect all dues and assessments, and prepare all disbursements, and keep such financial records as may be required by the Board. The Treasurer shall submit financial records for audit when required by the Board and shall deliver them to the elected successor upon retirement from office. The Treasurer shall furnish financial reports to the membership at all regular meetings as requested by the President. Withdrawals from the Society bank account shall require the signatures of any two (2) of the following officers: the Treasurer, the President, the Vice-President or the Secretary.

5. Members at Large

Members at Large shall be assigned special duties and responsibilities as required.

Section 6 - Committees:

The President shall, before February 1 of each year, appoint standing committee chairs and the Society representative to other organizations. The standing committees include, but are not limited to, program, membership, nominating, and newsletter.

Section 7 - Quorum:

A quorum for a meeting of the Board shall be 50% of the members of the Board

Article V - Parliamentary Procedure

Section 1 -Robert's Rules of Order

Parliamentary procedure at all meetings of the Society shall be conducted in accordance with Robert's Rules of Order.

Section 2 - Parliamentarian

Prior to or during the first general meeting or Board meeting of the term, the President shall appoint one of the members of the Board to act as parliamentarian for the meetings of the Board, and may appoint another member as parliamentarian for the general meetings of the Society.

Article VI - Meetings

1. Section 1 - Quorum:

There shall be no minimum quorum for a regular meeting of the general membership consisting of Members In Good Standing.

Section 2 - Location of Meetings:

Selection of the meeting place shall be the responsibility of the Board. At least ten (10) days advance notice of the time and place of all membership meetings shall be given to the entire membership.

Section 3 - Four Meetings:

There shall be a minimum of four (4) regular meetings of the general membership each year.

Article VII - Scholarships and Grants

Section 1 - Administration of Scholarships and Grants

The Board may budget funds for scholarships and grants.

Funding of scholarships may be from general (unrestricted) funds and funds designated for scholarships. Funds designated for scholarships may not be used for any other purpose.
Funding of grants may be from general (unrestricted) funds and funds designated for grants. Funds designated for grants may not be used for any other purpose.

The Scholarship Committee shall be elected by the MSSI membership at a regular meeting. There shall be at least three (3) members on the Scholarship Committee. No member of the MSSI Board shall be a member of the Scholarship Committee. Each of the MSSI’s associated groups may have no more than one member on the Scholarship Committee. For purposes of this section, a member of the immediate family shall be counted as a member of the associated group to which the other family member belongs.

The Board-elect shall nominate at least three (3) candidates for the Scholarship Committee. The Scholarship Committee shall serve during the Board-elect’s term.
These candidates shall be published in the MSSI’s newsletter or by mail at least 10 days before the regular meeting where the Scholarship Committee will be elected.
These candidates shall be formally nominated at the meeting when the Scholarship Committee is to be elected. Nominations from the floor shall also be taken at that meeting.

The Scholarship Committee shall meet as needed to consider and evaluate applications for scholarships and requests for grants. The Scholarship Committee will approve or reject each application for scholarships and/or each request for grants. The approvals, along with an upper limit on the funding, shall be communicated to the Board. Any Scholarship Committee member who is a family member of, or has direct ties to, an individual, group, or organization applying for a scholarship or requesting a grant shall recuse themselves from the discussion and voting for that individual, group, or organization. Approval shall require a “yes” vote by a majority of all the members of the Scholarship Committee.
The Board shall consider and evaluate the scholarship and/or grant approvals communicated by the Scholarship Committee. The Board will approve or reject each scholarship and/or grant approval and may reduce the level of funding. The Board may not add to the recipients or funding of the Scholarship Committee’s recommendations. Any Board member who is a family member of, or has direct ties to, an individual, group, or organization applying for a scholarship or requesting a grant shall recuse themselves from the discussion and voting for that individual, group, or organization.
If the Board receives credible and satisfactory evidence that an applicant or recipient falsified the information on the application for scholarship, request for grant, or other documentation related to the scholarship or grant, the Board may impose sanctions on the applicant that may include but are not limited to:

Temporary or permanent disqualification for future scholarships or grants,
Temporary or permanent disqualification for holding any office or position of responsibility in MSSI,
Dismissal of the individual as set forth in III.6 above.
Recovery of funds, including the costs of collection.

Section 2 - Scholarships

Scholarships may be granted to a person with an interest in Scottish heritage or Scottish culture who is pursuing education or studies in that area, through classes, seminars, workshops, etc.
An application for a scholarship is to be submitted in writing, on the MSSI’s specified form, by the individual seeking the scholarship and must specify the studies being pursued and how they relate to the requirements in VII.2.1 above. The application shall be accompanied by 2 letters of recommendation.
If the applicant is seeking a scholarship for an academic course of study, the amount of funding may be no higher than for the courses/studies that satisfy the requirements in VII.2.1 above. Also after the first year of study, the applicant must provide satisfactory documentation of:

Maintenance of a 3.0 grade point average,
Satisfactory completion with at least a grade of “B” in studies taken for which scholarships had been paid,
Certification of continuing the studies that satisfy the requirements in VII.2.1 above.

Scholarships shall be paid to the organization providing the studies. In situations where the scholarship is granted after payment is due, the student may present suitable documentation and be reimbursed for the expense.

Section 3 - Grants

A grant from the MSSI may be given to promote the public awareness of Scottish culture or Scottish heritage. It shall be made to individuals, groups, or organizations with the same goals as the MSSI. Institutions of learning, such as schools, colleges, and universities, as well as churches, are eligible for grants to promote Highland games, Scottish festivals, or seminars for Scottish studies. Grants may also be used for physical items, such as music, equipment, etc., related to Scottish culture.
Requests for grants may be submitted by the individual, group, or organization seeking the grant or by a member in good standing of the MSSI on behalf of the individual, group, or organization seeking the grant. The written request shall show how the funds will be used to fulfill the aims of VII.3.1 above.

Article VIII - Elections

Section 1 - Elections

The Nominating Committee shall consist of: the immediate Past President, one member appointed by the President and one member elected by a majority of the general membership at their October meeting.

The Nominating Committee shall recommend to the general membership a slate of qualified and willing candidates for the various offices on the Board. Such recommendations shall be published in the MSSI’s newsletter or by mail at least 10 days prior to the November meeting and made at the November meeting. Nominations from the floor shall also be taken at that meeting. If there are no nominations from the floor, the Nominating Committee slate may be elected by acclamation at the November meeting. Otherwise, the December general meeting, the new Board shall be elected by the members in attendance from the slate recommended by the Nominating Committee and nominations from the floor.

Article IX - Amendment of Bylaws

Section 1 -Procedure

Bylaws of the Society shall only be amended according to the following procedure:

Initiation: A change to the-bylaws may be proposed by any Member in Good Standing. Proposed changes by individual members shall be presented to the Board in writing. A proposed change shall be filed with the Board at least seventy-five days before the date of the meeting at which action is to be taken. The Board shall evaluate all proposals and make recommendations to the general membership. If deemed appropriate by the Board, bylaw changes may be referred to an ad-hoc committee for study and recommendations to the Board. If approved by the ad-hoc committee, the proposed changes shall be presented at a general membership meeting for a vote.
The proposed changes to the bylaws shall be communicated to all Members in Good Standing in writing, and read aloud at one general meeting, and voted upon at the following general meeting. The change shall be adopted only by a two-thirds favorable vote of those cast by members in attendance. Bylaw changes and amendments shall become effective the first day of the following month.
Any proposed change that failed to be approved shall not be resubmitted for consideration for the next twelve (12) month period, starting from the month said proposal was rejected.

Section 2 - Notification

Notices of bylaw changes shall be presented in writing to the general membership within thirty (30) days following adoption.

Article X - Dissolution

Section 1 - Action for or Winding Up the Society

The Society may be dissolved by the consent of two-thirds of the members so voting at a regular or special meeting of the Members In Good Standing.

All assets and other properties shall be orderly converted into cash or equivalents. Any and all obligations duly owed by the Society shall be paid or adequate provisions made for such obligations by the Treasurer.

The remaining assets shall be distributed to non-profit funds, foundations, corporations, or other organizations which are organized and operated exclusively for charitable, religious, and/or scientific purposes and which have established their tax exempt status under Section 501(c)(3) of the Internal Revenue Code. If the Society holds any assets in trust, such assets shall be disposed of in such manner as may be directed by decree of the Chancery Court of Shelby County, TN upon petition therefor by the attorney general or any person concerned in the liquidation.

A final financial statement describing the liquidation shall be prepared by the Treasurer. An audited statement prepared by an disinterested party shall be presented to the Board for approval.

The Tennessee Secretary of State shall be notified of the dissolution of the Society.

Final tax returns shall be filed in a timely manner by the Treasurer or designee.