The Scottish & Irish Society of the Black Hills BYLAWS Revised January 2005 Article 1 Name: The name of the corporation shall be The Scottish & Irish Society of the Black Hills, Inc. and it is hereafter referred to as “The Society” ARTICLE 11 Purpose: Section 1: The purpose for which the Society is formed is set forth in the Articles of Incorporation, and shall be amended as necessary. Section 2: To promote and foster Scottish & Irish heritage with the Black Hills of South Dakota through cultural events such as dinners, music, dance, folk lore and athletic games. Section 3: The Society is not formed for pecuniary or financial gain, and no part of the net earnings of the Society shall inure to the benefit of or be distributable to: its members, trustees, officers, or other private persons; with the exception that the Society shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth. ARTICLE 111 Basic Policies: The following are the basic policies of the Society: Section 1: The Society shall be noncommercial, nonsectarian, and nonpartisan. No part of the Society shall be the fostering of propaganda, nor otherwise attempting to influence legislation and the Society shall not participate in nor intervene in (including the publishing or distribution of statements) any political campaign on behalf of nor in opposition to any candidate for public office. Section 2: The name of the Society or the names of any member in their official capacity shall not be used in any connection with a commercial concern with any partisan interest or for any purposes not appropriately related to the promotion of the objectives of the Society. Section 3: The Society may cooperate with any other organization and/or agency who is concerned with the Scottish and Irish heritage, but persons representing the Society in such matters shall make no commitments that bind the Society. ARTICLE IV Membership: Section 1: Any individual who subscribes to the purposes and basic policies of the Society may become a member of the Society and is subject to compliance with the provisions of these bylaws. Section 2: Dues paid members over the age of 18 shall be able to vote, make floor motions, participate in the Society’s business meeting or serve in any of its elective offices. Guests are always welcome at meetings. ARTICLE V Dues: The member annual dues to the Society shall be such amount as recommended by the Board of Directors from time to time. ARTICLE VI Officers and their election: Section 1: Officers: The officers of the Society shall consist of a President, a Vice President, a Secretary, and a Treasurer. a. Officers shall be elected every year by a majority vote at the annual meeting, or as needed positions become vacant. b. Officers shall assume their official duties following the close of the annual meeting and shall serve for a term of one year. c. Term limits for officers shall not be limited. Section 2: Election: Only those members who have signified their consent to serve shall be nominated for or elected to such office. Section 3: Vacancy: A vacancy occurring in any office shall be filled for the remaining term by a member elected by a majority vote of the next general membership meeting. ARTICLE VII Duties of officers. Section 1: President: The President shall preside at all meetings of the Society and of the Board of Directors, shall perform such duties as may be prescribed in these bylaws or assigned to him or her by the Society or by the Board of Directors, and shall coordinate the work of other officers and committees of the Society in order that its purposes may be promoted. Section 2: Vice President: The Vice President shall act as an aide to the President and shall perform the duties of the President in the absence or disability of the officer. The Vice President shall also serve as chairperson to the Program Committee and secure the meeting rooms for all meetings of the Society, and shall assume other duties as directed. Section 3: Secretary: The secretary shall record the minutes of all meetings of the Society and of the Board of Directors, shall bring all correspondence to the attention of the membership; and reply in such case as is necessary; and shall perform such other duties as may be delegated to that office. Section 4: Treasurer: The Treasurer shall present a financial report every calendar year at the Society's annual meeting, and at each monthly meeting. The Treasurer shall be responsible for the maintenance of all books of account and records, as conform to the requirements of these bylaws, shall monitor all procedures of any accounting staff as employed by the Society, shall chair the budget committee; and shall perform other such duties as may be delegated to that office. Section 5: All officers shall perform the duties prescribed in the parliamentary authority in addition to those outlined in these bylaws and those assigned as needed. ARTICLE VIII Board of Directors Section 1: The Board of Directors shall consist of the officers of the Society plus 4 elected members, the past president, and a member from the cadet organization at the School of Mines. Section 2: The duties of the Board of Directors shall be to: A. Individually serve as Committee Chairpersons as appointed by a majority vote of the Board of Directors. B. Regularly attend membership and board meetings. C. Transact necessary business in the intervals between meetings of the Society and other business as may be referred to it by the Society. ARTICLE IX Meetings: Section 1: The membership meeting of the Society will be held as scheduled once each month. The annual meeting will be held in January, at which time the election of officers and directors will be held. The board of directors’ meetings will be held as scheduled once each month. Section 2: Each paid member over the age of 18 of the Society shall have one vote at all business meetings. Section 3: Special meetings of the Society or the board of directors may be called at any time, with prior notification of all members, or board members, as appropriate, either in person or by telephone, as deemed necessary by the President or any three Board members to carry out the business of the Society. Section 4. One half of the directors shall constitute a quorum at the monthly Board of Directors’ meetings. Ten percent (10%) of the membership of the Society shall constitute a quorum at the membership meetings. ARTICLE X Standing and special committees: Section 1: The President of the Society shall have the authority to appoint such committees and delegate such authority as needed to administer the Society business. Section 2: The President of the Society shall be a member ex-officio of all committees. ARTICLE XI Amendments: Any proposed additions or amendments to these bylaws may be introduced by any member of the Society at any regular meeting. After a 30-day notice to the membership, a two-thirds vote of a quorum at the following membership meeting will be necessary to pass such additions or amendments to the bylaws. ARTICLE XII Section 1: The extent of liability of the officers and directors of this Society under contract, tort or otherwise, shall be limited to the assets of the Society. To the extent authorized under state law, the Society shall indemnify and hold the officers and directors harmless from liability incurred within the scope of their duties. Section 2: Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c)(3) of the internal Revenue Code, or corresponding section of any future tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located exclusively for such purposes or to such organizations as said Court shall determine, which are organized and operated exclusively for such purposes. These bylaws may be amended in the manner authorized by law at the time of amendment. Executed in duplicate on the 23rd day of August, 2003. STATE OF SOUTH DAKOTA COUNTY OF PENNINGTON BE REMEMBERED that on this ____________day of ________________1999, before me, the undersigned personally appeared Known to me or satisfactorily proven to be the person whose name are subscribed to the within instrument and acknowledged that they executed the same for the purposes therein contained. IN WITNESS WHEREOF, I HEREUNTO SET MY HAND AND OFFICIAL SEAL. My Commission Expires___________________________ Notary Public, South Dakota