Bylaws
PREAMBLE TO THE CORPORATE BY-LAWS
An Comunn Gaidhealach America, Inc., 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 those Articles, ACGA is not organized for profit and shall have no capital stock. No part of the net earnings of ACGA shall ensure 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.
BY-LAWS
ARTICLE I
Office
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.
ARTICLE II
Members
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 the 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.
ARTICLE III
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. Directors will be
elected to serve terms of three years. At the Annual General Meeting
three or four directors shall be elected unless unexpected vacancies
on the Board require otherwise. 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 then 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. With the approval of the Board, the
President shall appoint 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 equals 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.
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, by affirmative vote of the
majority thereof, may elect a successor to hold office for the
unexpired portion of the term of the director whose place shall be
vacant, and until the election of his successor, or until he shall be
removed, prior thereto, by an affirmative vote of a majority of the
members. Similarly and in the event of the number of directors being
increased as provided in these By-Laws, the additional directors so
provided for shall be elected by a majority of the entire Board of
Directors already in office, and shall hold office until the next
annual meeting of members. 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.
ARTICLE IV
Officers
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.
ARTICLE V
Corporate Seal
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.
ARTICLE
VI
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.
ARTICLE
VII
Reimbursement
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.
ARTICLE
VIII
Miscellaneous Provisions
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.”
ARTICLE
IX
Amendments
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.
ARTICLE X
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.
ARTICLE XI
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.
ARTICLE
XII
Indemnification
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.
ARTICLE XIII
ACGA
Publications
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.

