PREAMBLE TO THE CORPORATE BY-LAWS
As stated in the Certificate of Formation of a Nonprofit Corporation approved by the State of Texas on 5 March 2007, An Comunn Gaidhealach America, Inc. (AKA An Comunn Gàidhealach Ameireaganach), is organized exclusively for educational and charitable purposes which include:
• Study and use of the Scottish Gaelic language
• Study and cultivation of Gaelic literature, history, music, art and crafts
• Encouragement of social groups interested in Gaelic culture
• Cooperation with other Celtic heritage organizations to achieve the foregoing objectives
As is further stated in that Certificate, ACGA is not organized for profit and shall have no capital stock. No part of the net earnings of ACGA shall inure to the benefit of or be distributable to its members, its directors, or its officers. Nor shall any substantial part of its activities be devoted to the carrying on of propaganda or otherwise trying to influence legislation or participate in any political campaign on behalf of any candidate for public office or carry on any other activities not permitted a corporation exempt from federal income tax under Section 501(c)(3) or contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954.
SECTION 1. Principal Office. The principal office of the Corporation shall be Denton, TX
SECTION 2. Other Offices. The Corporation may also have an office or offices in such other place or places as the business of the Corporation may require and the Board of Directors may from time to time appoint.
SECTION 1. Annual Meeting. The annual meeting of the members of the Corporation shall be held at least 31 days after the end of the fiscal year and no later than on the last day of the following fiscal year, the exact date to be set annually by the Board of Directors, for the purpose of the Board of Directors and the officers of the Corporation to report to the members, and for the transaction of such other corporate business as may come before the meeting. Should extraordinary circumstances prevent such a meeting of members to take place, the Board of Directors shall implement an alternative method for reporting to the membership.
SECTION 2. Special Meetings. Special meetings of the members may be called at any time for any purpose or purposes by the Chairman of the Board, the President, by a Vice President, or by a majority of the Board of Directors, and shall be called forthwith by the Chairman of the Board, the President, by a Vice President, the Secretary or any director of the Corporation upon the request in writing of a majority of all the members entitled to vote on the business to be transacted at such meeting. Such request shall state the purpose or purposes of the meeting. Business transacted at all special meetings of members shall be confined to the purpose or purposes stated in the notice of the meetings.
SECTION 3. Place of Holding Meetings. All meetings of members shall be held at the principal office of the Corporation or elsewhere in the United States as designated by the Board of Directors.
SECTION 4. Notice of Meetings. Written notice of each meeting of the members shall be mailed, postage prepaid by the Secretary, to each member of record entitled to vote thereat at his post office address, as it appears on the books of the Corporation, at least ten (10) days before the meeting. Each notice shall state the place, day, and hour at which the meeting is to be held and, in the case of any special meeting, shall state briefly the purpose or purposes thereof.
SECTION 5. Quorum. The presence in person or by proxy of ten (10) percent of the members of the Corporation shall constitute a quorum at all meetings of the members except as otherwise provided by law, by the Articles of Incorporation, or by these By-Laws. If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting may be adjourned from time to time by a majority vote of the members present or represented, without any notice other than by announcement at the meeting, until a quorum shall attend. At any adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted if the meeting had been held as originally called.
SECTION 6. Conduct of Meetings. Meeting of members shall be presided over by the President of the Corporation or, if he is not present, by a Vice President, or, if none of said officers is present, by a chairman to be elected at the meeting. The Secretary of the Corporation, or if he is not present, any Assistant Secretary, shall act as secretary of such meetings; in the absence of the Secretary and any Assistant Secretary, the presiding officer may appoint a person to act as Secretary of the meeting.
SECTION 7. Voting. At all meetings of members every member entitled to vote thereat shall have one (1) vote. With the exception of the election of Board of Directors, which shall be conducted exclusively by mail-in ballot, such vote may be either in person or by proxy appointed by an instrument in writing subscribed by such members or his duly authorized attorney, bearing the date not more than three (3) months prior to said meeting, unless said instrument provides for a longer period. Such proxy shall be dated, but need not be sealed, witnessed or acknowledged. All elections shall be had and all questions shall be decided by a majority of the votes cast at a duly constituted meeting, except as otherwise provided by law, in the Articles of Incorporation or by these By-Laws. If the chairman of the meeting shall so determine, a vote by ballot may be taken upon any election or matter, except for the election of Board of Directors, and the vote shall be so taken upon the request of ten (10) percent or more of all of the members entitled to vote on such election or matter. In either of such events, the proxies and ballots shall be received and be taken in charge and all questions touching the qualifications of voters and the validity of proxies and the acceptance or rejection of votes, shall be decided by the tellers. Such tellers shall be appointed by the chairman of said meeting.
SECTION 8. Identity of Members. The members of the Corporation shall be composed of those members who shall have been appointed as such by a majority of the entire Board of Directors; and shall retain their status as members so long as they pay any and all dues imposed by the Corporation upon its members.
SECTION 9. Directors as Members. The Board of Directors of the Corporation shall be members and when meeting as Directors may exercise the rights and powers of members if the Charter or these By-Laws do not provide for members of the Corporation or in fact the Corporation has no members.
Board of Directors
SECTION 1. General Powers. The property and business of the Corporation shall be managed under the direction of the Board of Directors of the Corporation.
SECTION 2. Number and Term of Office. The number of directors shall be nine (9) or other such number, but not less than three (3) nor more than eleven (11), as may be designated from time to time by resolution of a majority of the entire Board of Directors. Ordinarily, directors will be elected to serve terms of three years, and the terms of office of approximately one-third of the Directors will expire in any given year. This practice is intended to provide continuity of management, and the Board of Directors shall act affirmatively, if necessary, to perpetuate it. Whereas the number of directors to be elected in a given year would normally be one-third of the total number plus any additional unfilled vacancies, the Board of Directors may direct that fewer seats be filled, or that one or more seats be filled for terms of fewer than three years, if needed to ensure this continuity. Any such decision, and the associated election procedures, will be clearly announced in advance of the affected election.
A director who has been elected to two three-year terms consecutively may not sit on the Board as an elected or appointed voting member for a period of at least one year after the expiration of his or her last term.
SECTION 3. Nomination and Election of Directors. A member of the Corporation, except where prohibited elsewhere by these By-Laws, may stand for election to the Board of Directors by communicating to the Election Committee no later than one hundred (100) days prior to the Annual Meeting of members of the Corporation his or her intention to be a candidate. Ballots consisting of all such candidates shall be mailed to the membership no later than seventy (70) days prior to said Annual Meeting and these shall be considered as votes cast when returned or postmarked to be returned no later than forty-five (45) days prior to the Annual Meeting. The members of the Election Committee shall act as tellers to decide said election, and candidates so elected shall be notified no later than thirty (30) days prior to the Annual Meeting.
When the annual Board of Directors election is uncontested, that is, the number of candidates is less than or equal to the number of directorships up for election, the ballot shall clearly indicate this situation and inform voters that they can choose not to vote for one or more of the candidates presented. Under this circumstance, candidates shall be considered duly elected to the Board if the number of votes they each receive is greater than fifty percent of the number of ballots cast.
At the discretion of the Election Committee, e-mail may be used to send the ballots to members, provided a good-faith effort is made to send hardcopy ballots by ordinary mail for those members who have not provided e-mail contact information or whose e-mail contact information appears to be invalid. Members are responsible for ensuring that ACGA has their current contact information.
At the discretion of the Election Committee, voting by e-mail or internet may be offered as an option to the members, provided the members are also offered the option of voting by ordinary mail in order to maintain anonymity or for the convenience of the member. If this option is offered, a reasonable good-faith effort will be made to prevent or detect multiple or other fraudulent voting.
SECTION 4. Filling of Vacancies. In the case of any vacancy in the Board of Directors through death, resignation, disqualification, removal or other cause, the remaining directors, at their discretion, may elect a successor to hold office for the unexpired portion of the term of the director whose place shall be vacant, or may elect a successor to serve until the following annual election of directors, or may leave the seat vacant until that election.
Any director may be removed from office with or without cause by the affirmative vote of a majority of the members entitled to vote at any special meeting of members regularly called for the purpose.
SECTION 5. Place of Meeting. The Board of Directors may hold their meetings and have one or more offices, and keep the books of the Corporation, either within or outside the State of Texas, at such place or places as they may from time to time determine by resolution or by written consent of all the directors. The Board of Directors may hold their meetings by conference telephone or other similar electronic communications equipment in accordance with the provisions of the Texas Business Organizations Code.
SECTION 6. Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by resolution of the Board, provided that notice of every resolution of the Board fixing or changing the time or place for holding the regular meetings of the Board shall be mailed to each director at least three (3) days before the first meeting held pursuant thereto. The annual meeting of the Board of Directors shall be held shortly following the annual meeting of members. Any business may be transacted at any regular meeting of the Board.
SECTION 7. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by any member of the Board of Directors. The Secretary shall give notice of each special meeting of the Board of Directors, by mailing the same at least three (3) days prior to the meeting, to each director; but such notice may be waived by any director. Unless otherwise indicated in the notice thereof, any and all business may be transactedat any special meeting. At any meeting at which every director shall be present, even though without notice, any business may be transacted and any director may in writing waive notice of the time, place and objectives of any special meeting.
SECTION 8. Quorum. A majority of the whole number of directors shall constitute a quorum for the transaction of business at all meetings of the Board of Directors, but, if at any meeting less than a quorum shall be present, a majority of those present may adjourn the meeting from time to time, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law or by the Articles of Incorporation or by these By-Laws.
SECTION 9. Required Vote. An affirmative vote of a majority of those present shall be necessary for the passage of any resolution.
SECTION 10. Compensation of Directors. Directors shall not receive any stated salary for their services as such, but each director shall be entitled to receive from the Corporation reimbursement of the expenses incurred by him in attending any regular or special meeting of the Board, and, by resolution of the Board of Directors, a fixed sum may also be allowed for attendance at each regular or special meeting of the Board and such reimbursement and compensation shall be payable whether or not a meeting is adjourned because of the absence of a quorum. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.
SECTION 11. Committees. The Board of Directors may, by resolution passed by a majority of the whole board, designate one or more committees which, to the extent provided in the resolution shall have and may exercise the powers of the Board of Directors, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Each such committee shall consist two or more directors of the Corporation, and, if so provided by the resolution of the Board of Directors, may include additional members who are not directors of the Corporation and who shall be appointed by the directors serving on the committee. Such committee or committees shall have such names as may be determined from time to time by resolution adopted by the Board of Directors. (1/20/02)
SECTION 12. Election Committee. Each year the President with the approval of the Board of Directors shall appoint an Election Committee to administer the Board of Directors election in a fair and open manner. The committee shall be comprised of members who are currently not serving as officers or directors of the corporation, although persons in those capacities may assist the committee at its discretion. Members of this committee may not seek nor accept election to the Board for the current electoral period.
SECTION 1. Election, Tenure, and Compensation. The officers of the Corporation shall be a President, a Secretary, and a Treasurer, and also such other officers including a Chairman of the Board and/or one or more Vice Presidents and/or one or more assistants to the foregoing officers as the Board of Directors from time to time may consider necessary for the proper conduct of the business of the Corporation. The officers shall be elected annually by the Board of Directors at its first meeting following the annual meeting of the members except where a longer term is expressly provided in an employment contract duly authorized and approved by the Board of Directors. The President and Chairman of the Board shall be directors and the other officers may, but need not be, directors. Any two or more of the above offices, except those of President and Vice President, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law or by these By-Laws to be executed, acknowledged or verified by any two or more officers. The compensation or salary paid all officers of the Corporation shall be fixed by resolutions adopted by the Board of Directors.
In the event that any office other than an office required by law, shall not be filled by the Board of Directors, or, once filled, subsequently becomes vacant, then office and all references thereto in these By-Laws shall be deemed inoperative unless and until such office is filled in accordance with the provisions of these By-Laws. Except where otherwise expressly provided in a contract duly authorized by the Board of Directors, all officers and agents of the Corporation shall be subject to removal at any time by the affirmative vote of a majority of the whole Board of Directors, and all officers, agents, and employees shall hold office at the discretion of the Board of Directors or of the officers appointing them.
SECTION 2. Powers and Duties of the Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Directors unless the Board of Directors shall by a majority vote of a quorum thereof elect a chairman other than the Chairman of the Board to preside at meetings of the Board of Directors. He may sign and execute all authorized bonds, contracts or other obligations in the name of the Corporation; and he shall be ex-officio a member of all standing committees.
SECTION 3. Powers and Duties of the President. The President shall be the chief executive officer of the Corporation and shall have general charge and control of all its business affairs and properties. He shall preside at all meetings of the members. The President may sign and execute all authorized bonds, contracts or other obligations in the name of the Corporation. He shall have the general powers and duties of supervision and management usually vested in the office of president of a corporation. The President shall be ex-officio a member of all the standing committees. He shall do and perform such other duties as may, from time to time, be assigned to him by the Board of Directors. In the event that the Board of Directors does not make affirmative action to fill the office of Chairman of the Board, the President shall assume and perform all powers and duties given to the Chairman of the Board by these By-Laws.
SECTION 4. Powers and Duties of the Vice President. The Board of Directors shall appoint a Vice President and may appoint more than one Vice President. Any Vice President (unless otherwise provided by resolution of the Board of Directors) may sign and execute all authorized bonds, contracts, or other obligations in the name of the Corporation. Each Vice President shall have such other powers and shall perform such other duties as may be assigned to him by the Board of Directors or by the President. In case of the absence or disability of the President, the duties of that office shall be performed by any Vice President, and the taking of any action by any such Vice President in place of the President shall be conclusive evidence of the absence or disability of the President.
SECTION 5. Secretary. The Secretary shall give, or cause to be given, notice of all meetings of members and directors and all other notices required by law or by these By-Laws, and in case of his absence or refusal or neglect to do so, any such notice may be given by any person thereunto directed by the President, or by the directors or members upon whose written request the meeting is called as provided in these By-Laws. The Secretary shall record all the proceedings of the meetings of the members and of the directors in books provided for that purpose and he shall perform such other duties as may be assigned to him by the directors or the President. He shall have custody of the seal of the Corporation and shall affix the name to all instruments requiring it, when authorized by the Board ofDirectors or the President, and attest the same. In general, the Secretary shall perform all the duties generally incident to the office of Secretary, subject to the control of the Board of Directors and the President.
SECTION 6. Treasurer. The Treasurer shall have custody of all the funds and securities of the Corporation, and he shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. He shall deposit all monies and other valuables in the name of and to the credit of the Corporation in such depository or depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements. He shall render to the President and the Board of Directors, whenever either of them so requests, an account of all his transactions as Treasurer and of the financial condition of the Corporation. The Treasurer shall give the Corporation a bond, if required by the Board of Directors, in a sum, and with one or more sureties, satisfactory to the Board of Directors, for the faithful performance of the duties of his office and for the restoration to the Corporation in case of his death, resignation, retirement or removal from office of all books, papers, vouchers, monies, and other properties of whatever kind in his possession or under his control belonging to the Corporation. The Treasurer shall perform all the duties generally incident to the office of the Treasurer, subject to the control of the Board of Directors and the President.
SECTION 7. Assistant Secretary. The Board of Directors may appoint an Assistant Secretary or more than one Assistant Secretary. Each Assistant Secretary shall (except as otherwise provided by resolution of the Board of Directors) have power to perform all duties of the Secretary in the absence or disability of the Secretary and shall have such other powers and shall perform such other duties as may be assigned to him by the Board of Directors or the President. In case of the absence or disability of the Secretary, the duties of the office shall be performed by any such Assistant Secretary, and the taking of any action by any such Assistant Secretary in place of the Secretary shall be conclusive evidence of the absence or disability of the Secretary.
SECTION 8. Assistant Treasurer. The Board of Directors may appoint an Assistant Treasurer or more than one Assistant Treasurer. Each Assistant Treasurer shall (except as otherwise provided by resolution of the Board of Directors) have power to perform all duties of the Treasurer in the absence or disability of the Treasurer and shall have such other powers and shall perform such other duties as may be assigned to him by the Board of Directors and the President. In the case of the absence or disability of the Treasurer, and the taking of any such action by such Assistant Treasurer in place of the Treasurer shall be conclusive evidence of the absence or disability of the Treasurer.
SECTION 1. Seal. In the event that the President shall direct the Secretary to obtain a corporate seal, the corporate seal shall be circular in form and shall have inscribed thereon the name of the Corporation, the year of its organization and the word “Texas.” Duplicate copies of the corporate seal may be provided for use in the different offices of the Corporation but each copy thereof shall be in the custody of the Secretary of the Corporation or of an Assistant Secretary of the Corporation nominated by the Secretary.
Bank Accounts and Loans
SECTION 1. Bank Accounts. Such officers or agents of the Corporation as from time to time shall be designated by the Board of Directors shall have authority to deposit any funds of the Corporation in such banks or trust companies as shall from time to time be designated by the Board of Directors and such officers or agents from time to time shall be authorized by the Board of Directors may withdraw any or all of the funds of the Corporation so deposited in any such bank or trust company, upon checks, drafts or other instruments or orders for the payment of money, drawn against the account or in the name or behalf of this Corporation, and made or signed by such officers or agents; and each bank or trust company with which funds of the Corporation are so deposited is authorized to accept, honor,cash and pay, without limit as to amount, all checks, drafts or other instruments or orders for the payment of money, when drawn, made or signed by officers or agents by the Board of Directors shall have been received by such bank or trust company.There shall from time to time be certified to the banks or trust companies in which funds of the Corporation are deposited, the signature of the officers or agents of the Corporation so authorized to draw against the same.In the event that the Board of Directors shall fail to designate the persons by whom checks,drafts and other instruments or orders for the payment of money shall be signed, as hereinabove provided in this Section, all of such checks, drafts and other instruments or orders for the payment of money shall be signed by the President or a Vice President and countersigned by the Secretary or Treasurer or an Assistant Secretary or an Assistant Treasurer of the Corporation.
SECTION 2. Loans. Such officers or agents of this Corporation as from time to time shall be designated by the Board of Directors shall have authority to effect loans, advances or other forms of credit at any time or times for the Corporation from such banks, trust companies, institutions, corporations, firms or persons as the Board of Directors shall, from time to time, designate, and as security for the repayment of such loans, advances, or other forms of credit so assign, transfer, endorse and deliver, either originally or in addition or substitution, any or all stocks, bonds, rights and interests of any kind in or to stocks or bonds, certificates of such rights or interests, deposits, account, documents covering merchandise, bills and accounts receivable and other commercial paper and evidences of debt at any time held by the Corporation; and for such loans, advances or other forms of credit to make, execute and deliver one or more notes, acceptances or written obligations of the Corporation on such terms, and with such provisions as to the security or sale or disposition thereof as such officers or agents shall deem proper; and also to sell to, or discount or rediscount with, such banks, trust companies, institutions, corporations, firms or persons any and all commercial paper, bills receivable, acceptances and other instruments and evidences of debt at any time held by the Corporation, and to that end to endorse, transfer and deliver the same.
There shall from time to time be certified to each bank, trust company, institution, corporation, firm or person so designated the signatures of the officers or agents so authorized; and each such bank, trust company, institution, corporation, firm or person is authorized to rely upon such certification until written notice of the revocation by the Board of Directors of the authority of such officers or agents shall be delivered to such bank, trust company, institution, corporation, firm or person.
SECTION 1. Reimbursements. Any payments made to an officer or other employee of the Corporation, such as salary, commission, interest or rent, or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer or other employee of the Corporation to the full extent of such disallowance. It shall be the duty of the Directors, as a Board, to enforce payment of each such amount disallowed. In lieu of payment by the officer or other employee, subject to the determination of the Board of Director, proportionate amounts may be withheld from his future compensation payments until the amount owed to the Corporation has been recovered.
SECTION 1. Fiscal Year. The fiscal year of the Corporation shall end on the last day of March.
SECTION 2. Notices. Whenever, under the provision of these By-Laws, notice is required to be given to any director, officer or member it shall not be construed to mean personal notice, but such notice shall be given in writing, by mail, by deposition the same in a post office or letter box, in a postpaid sealed wrapper, addressed to each member, officer or director at such address as appears on the books of the Corporation, or the general post office in the city of residence of the Secretary or Assistant Secretary acting as Secretary of the Corporation, and such notice shall be deemed to be given at the time the same shall be thus mailed. Any member, director, or officer may waive any notice required to be given under these By-Laws.
SECTION 3. Meetings. Robert’s Rules of Order shall be followed for all meetings except where superseded by the By-Laws.
SECTION 4. Subtitle. The subtitle of An Comunn Gaidhealach America shall be: “The Gaelic Society of America.”
SECTION 1. Amendment of By-Laws.
The Board of Directors shall have the power and authority to amend, alter or repeal these By-Laws or any provision thereof, and may from time to time make additional By-Laws. A two-thirds vote of all current Board of Directors shall be required to change the By-Laws.
Games and Festivals
SECTION 1. Participation. The number of games and festivals that shall be participated in shall be determined annually by the Board of Directors.
SECTION 2. Reimbursement. The following costs shall be reimbursed to designated members when they participate in approved games and festivals: (a) Rental of space, table, tent and other necessary facilities. Members are encouraged to bring their own tables, chairs, etc., whenever possible. (b) Parking and admission tickets will be limited to two member admissions and one vehicle. (c) Any additional expenses incurred by the designated member in making arrangements for game participation such as postage and long-distance calls. (d) Any expenses associated with books, supplies and display items related to the games. (e) When a member is including ACGA materials as part of a clan tent, we will supply materials but will reimburse no part of the participation or admission fees. We will reimburse as in (c) and (d) above.
Regions and Chapters
SECTION 1. Boundaries of Regions. Standard Federal Regions of the United States shall be used with Canada being an additional region, unless the Board of Directors should determine another system of regional demarcation to be more appropriate.
SECTION 2. Representatives. The Board shall by resolution passed by a majority of the whole Board appoint from the membership of the Corporation a Representative from each region to serve as a contact person to members in that region, as well as be a point of contact for prospective members and for those of the general public who are supportive of the aims of the Corporation. Each such appointment shall be in effect until the resignation of the Representative or the appointment of another member to that office, whichever should occur first. The Board may from time to time issue guidelines of suggested activities that Representatives are sanctioned to undertake.
SECTION 3. Reimbursements. The Board shall at its first meeting after the start of the fiscal year establish a uniform amount by which Regional Representatives may request reimbursement for expenses they incur on behalf of their respective regions that fiscal year. Any request for reimbursement that exceeds this amount shall not be deemed a liability of the Corporation unless so approved by the Board.
SECTION 4. Chapters. Members of the Corporation in a state or in a particular locality (in Canada, in a province or in a particular locality), who wish to work together in furthering the aims of the Corporation, may petition the Board for formal recognition of their voluntary association as a Corporation chapter. The Board shall determine a minimum number of members of the Corporation needed for such chapters to be recognized and develop, as appropriate, other criteria for prospective chapters to meet. Upon Board recognition, members of a chapter shall elect a Chapter President and may create such other offices and rules of self-governance as they deem necessary, so long as these are not contrary to these Bylaws or to the purposes of the Corporation. With the approval of the Board, a chapter may assess dues of its members, collection of which shall be the sole responsibility of the chapter. A chapter may accept memberships from individuals who are not members of the Corporation as defined elsewhere in these Bylaws; such members shall be considered as affiliate members of the Corporation and may have extended to them such benefits and rights as approved by the Board of Directors of the Corporation but may not hold office in the Corporation or its chapters nor participate in Corporation or chapter elections. A chapter may not include in its membership those members of the Corporation who do not wish to be members of said chapter.
SECTION 5. Rescinding Recognition of a Region or a Chapter. The Board shall combine a region that has not had a Representative for over 6 months with a region that does have a Representative. Alternatively, a region without a Representative may be partitioned and combined with other regions. Chapters which are no longer active or whose number of Corporation members has fallen to below the minimum number that was prescribed by the Board at the time of the chapter’s recognition or whose activities are deemed by the Board to be contrary to the aims of the Corporation may have their chapter status rescinded by the Board.
SECTION 6. Reports. The Corporation shall, upon request, provide to a Regional Representative or a Chapter President a listing of names and contact information of members of the Corporation in their respective region, state, or locality. With the approval of the Board or the President of the Corporation, members of the Corporation who are in the process of forming a chapter may request and receive such information as well. Chapters shall provide to the Corporation summarized and detailed information concerning chapter memberships, activities, and dues that have been collected.
SECTION 7. Additional Funds Received By Regions and Chapters. Contributions to a region or a chapter shall not be considered to be contributions to the Corporation unless these are initially deposited by the Treasurer into one of the Corporation’s commercial accounts. Moneys earned by regions or chapters through auxiliary activities may be kept in the stewardship of those entities. However, regions or chapters may not maintain a commercial account using the Corporation’s name or other legal identification of the Corporation unless so authorized by resolution passed by a majority of the whole Board.
SECTION 1. Definitions. Any word, words, or terminology that are defined in the Texas Business Organizations Code, as amended from time to time, that are used in this Article, shall have the meanings defined by that Code.
SECTION 2. Indemnification of Directors and Officers. The Corporation shall indemnify and advance expenses to a director or officer of the Corporation in connection with a proceeding to the fullest extent permitted by and in accordance with the Indemnification Section.
SECTION 3. Indemnification of Employees and Agents. With respect to an employee or agent, other than a director or officer of the Corporation, the Corporation may, as determined by the Board of Directors of the Corporation, indemnify and advance expenses to such employee or agent in connection with a proceeding to the extent permitted by and in accordance with the Indemnification Section.
SECTION 1. An Naidheachd. The Corporation, through its Board of Directors, shall publish periodically a newsletter, An Naidheachd, for the benefit of the general membership. The Board is responsible for both the general and the specific content of said newsletter, and may appoint a non-elective officer, to be known as the An Naidheachd Editor, to facilitate the publishing of such. ACGA’s periodical publication, An Naidheachd, shall be regularly reviewed by the Board of Directors to ensure balanced input and continuance of ACGA’s policies.
SECTION 1. Dissolution of ACGA. In the event of dissolution, the residual assets of ACGA will be turned over to one or more organizations with similar purposes which are exempt as organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986.