Please use the forms below for your application/renewal/reinstatement to Clan Donald U.S.A.

Membership form - Word doc
Membership form - pdf file

Renewal form - Word doc
Renewal form - pdf file

Please mail the completed form with a check ($25 for annual dues or $500 for Lifetime Membership) made out to Clan Donald USA to:

Stan Darroch
Mid-East Region Commissioner
6907 Hard Rock Court
Alexandria, VA 22306

Revisions and amendments noted at end

ARTICLE I:
SECTION 1.01   Purpose

ARTICLE II:   Directors
SECTION
2.01   Composition of the Board of Directors
2.02   Powers
2.03   Regular and Special Meetings
2.04   Notice of Special Meetings
2.05   Waiver of Notice
2.06   Quorum
2.07   Action by Majority Vote
2.08   Proxies
2.09   Ex-Officio Board Members
2.10   Nominating Committee
2.11   Finance Committee
2.12   Other Committees
2.13   Honorary Titles

ARTICLE III:   Officers
SECTION
3.01   Officers
3.02   Appointment of Officers
3.03   Term, Resignation, Removal and Filling Vacancies
3.04   The President
3.05   The Vice-President
3.06   The Secretary
3.07   The Treasurer
3.08   Regional and State Administrative Officers

ARTICLE IV:   Membership and Dues
SECTION
4.01   Eligibility
4.02   Classes of Membership
4.03   Membership Dues
4.04   Friend of Clan Donald

ARTICLE V:   Meetings
SECTION
5.01   Annual Meetings
5.02   Special Business Meetings
5.03   Quorum
5.04   Notice of Business Meetings

ARTICLE VI:   Fiscal and Financial Matters
SECTION
6.01   Membership Dues
6.02   Life Membership Fees
6.03   Corporate Expenditures
6.04   Financial Reporting
6.05   Execution of Contracts
6.06   Checks, Drafts, Etc.

ARTICLE VII:   Compensation of Members, Officers and Directors

ARTICLE VIII:   Seal

ARTICLE IX   Amendments to the Bylaws

ARTICLE X   Offices
SECTION
10.01   Registered Office
10.02   Other Offices

ARTICLE XI   Indemnification
SECTION
11.01   Scope of Indemnification as Defendant
11.02   Scope of Indemnification as Plaintiff
11.03   Authorization for Indemnification
11.04   Expenses of Defense
11.05   Nonexclusivity and Continuation

1.01. Statement of Purpose.
The purposes of CLAN DONALD U.S.A., INC. (hereinafter the "corporation") shall be to preserve and promote the customs, traditions and heritage of Clan Donald. These purposes shall be carried out through the conduct of the following activities:
A. Literary - including publication of Scottish or Gaelic Literature;
B. Charitable - such as helping Clanmembers or their dependents in distress;
C. Historical - especially as may be related to Clan Donald (or its various branches) ;
D. Educational - such as financial assistance to deserving students, establishment of a fellowship in Scottish literature or music, grants to schools or colleges and support of such Clan-related organizations as the directors may select (e g . Clan Donald Foundation, Inc., Clan Donald Educational and Charitable Trust, Clan Donald Lands Trust. Scottish Heritage Council of Scottish Clans and Associations of America, Inc. and St. Andrew's Societies);
E. Cultural – such as encouraging the perpetuation of Highland Dress, traditions and customs, promoting Highland Games in the United States and supporting the Clan Donald Centre on the Isle Of Skye;
F. Social and recreational – promoting friendship, goodwill and Clanship among members of the Clan; and
G. Such other activities as the Board of Directors may determine will promote the purposes of the corporation.
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2.01. Composition of the Board of Directors.
The Board of Directors shall be composed of the High Commissioner, the Deputy High Commissioner and the Regional Commissioners. Directors shall serve for a term of three (3) years beginning on the January 1 following their appointment. There shall be no limit on the number of terms a director may serve. If a High Commissioner, Deputy High Commissioner or a Regional Commissioner takes office before the expiration of the term of his or her predecessor's directorship, the successor in office shall serve as director in the predecessor's place for the remainder of the calendar year of his or her succession, at which time the successor's full term as director shall commence.

2.02. Powers.
All corporate powers shall be exercised by the Board of Directors, except as otherwise expressly provided by law or by the Certificate Of Incorporation or by these Bylaws, but the directors shall act only as a Board and the individual directors shall have no power as such. The making of grants and contributions and otherwise rendering financial assistance for the purposes expressed in the Certificate of Incorporation shall be within the exclusive power of the Board of Directors.

2.03. Regular and Special Meeting
Regular meetings of the Board of Directors may be held at such places and times (but no less frequently than annually) as may be fixed from time to time by resolution of the Board of Directors. Thirty (30) days notice of any such regular meeting shall be given. The President or Secretary may call, and upon written request signed by a majority of the directors the Secretary shall call special meetings of the Board of Directors ' Any meeting of the Board of Directors may be held within or without' the State of Delaware, as designated in the notice or waiver of such notice of such meeting.

2.04 Notice of Special Meetings.
Notices of a special meeting of the Board of Directors shall be in writing, signed by the President or Secretary, and shall be sent to the directors in writing, (including but not limited to, mail, telegraph, cable or facsimile transmission) addressed to each one's last known address at least fourteen (14) days prior to the time designated for such meeting and shall state all business known to be on the agenda of said meeting.

2.05. Waiver of Notice.
Any meeting of directors held without due notice, and any action otherwise properly taken thereat, shall be valid if notice of time, place and purpose of such meeting shall be waived in writing (including, but not limited to mail, telegraph cable or facsimile transmission) before, at or after such meeting by all directors to whom notices were not duly sent.

2.06. Quorum.
A majority of the members of the Board of Directors shall constitute a quorum.

2.07. Action BY Majority Vote.
Except as otherwise expressly required by law or these Bylaws, the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

2.08. Proxies.
Any director entitled to vote at any meeting may vote by proxy provided notice of the question involved is given to the directors with notice of the meeting. The proxy shall be in writing and shall be revocable at the will of the director executing the same.

2.09. Ex-Officio Board Members
All previous High Commissioners of Clan Donald U.S.A., Inc., in good standing, shall serve in an advisory capacity to the Board and up to two of their number shall serve on the nominating Committee.

2.10. Nominating Committee.
Whenever a vacancy exists, or will exist, in the office of President (High Commissioner) or Vice-President (Deputy High Commissioner) prior to the next annual meeting of the Board of Directors, the President, or in the event that office is vacant, the Vice-president, shall appoint a committee, and notify the Board of its composition, of three (3) Board members and up to two (2) ex-officio Board members to select a nominee to fill the office. The committee shall report its selection to both the High Council of Clan Donald and to the Board at a special meeting or at the next regular meeting of the Board of Directors. The Board shall recommend that individual to the High Council for appointment unless, at that meeting, a two-thirds majority of the Board of Directors, voting in person or by proxy, votes to recommend someone else to the High Council. The appointing officer of the committee shall appoint its chair.

2.11. Finance Committee.
The investment of corporate operating funds and of restrictively invested Life Membership Fees shall be at the direction of the Finance Committee. The committee shall consist of the President, as Chair, the Treasurer and three (3) others selected by the President from among past or present commissioners and ratified by a majority of the Board of Directors. The Finance Committee shall also make recommendations to the Board of Directors on financial matters.

2.12. Other Committees.
The Board of Directors or the President may from time to time appoint other committees to perform such duties and make such reports and recommendations as the Board or President may request. The President shall appoint the chair of any such committee.

2.13. Honorary Titles.
The Board of Directors or the President, from time to time, may grant an honorary title such as "Emeritus" or "Honorary" to a past officer or Regional or Deputy Regional Commissioner of Clan Donald U.S.A. who has retired in good standing and whose past services and performance warrant such favorable recognition. In addition, Regional Commissioners may grant such honorary titles to retired State Commissioners and Deputy State Commissioners.
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3.01. Officers.
The officers of the corporation shall be a President, a Vice-President, a Secretary and a Treasurer, each to have such duties and functions as are provided in these Bylaws or as the Board of Directors may from time to time determine.

3.02. Appointment of Officers.
The High Commissioner will be the President of the corporation. The Deputy High Commissioner will be the Vice-president. The other officers of the corporation shall be appointed by the High Commissioner with ratification by a majority of the Board of Directors in writing within ninety (90) days.

3.03. Term, Resignation, Removal and Filling Vacancies.
Officers of the corporation shall serve for a term of three (3) years beginning with the date of appointment. There shall be no limit to the number of terms an officer may serve. Any officer may resign at any time orally or in writing, by notifying the President. The President or Vice-president may be removed from office at the will of the High Council of Clan Donald. However, a two-thirds majority of the Board of Directors may reverse said removal by written ballot at either a special meeting or at the next annual meeting. Any other officer may be removed during the term of office by the President or by a majority vote of the directors then in office at a duly called meeting of directors with notice of the proposed removal; any vacancy so created shall be filled as soon as practicable with appointment by the President and ratification by a majority vote of the Board of Directors at its next regularly scheduled meeting, a special meeting or a certified mail vote. The offices of President and Vice-president shall be filled by past or present Commissioners.

3.04. The President.
The President shall be the chief executive officer of the corporation and shall have general supervision over its affairs, subject, however, to the control of the Board of Directors. The President shall preside at all meetings of the Board of Directors and shall be an ax-officio member of all committees created by the President or Board of Directors. In general, the President shall perform all duties incident to the office of the chief executive of a nonprofit corporation and such other duties as are provided for in these Bylaws and as from time to time may be assigned by the Board of Directors.

3.05. The Vice-President.
The Vice-President shall generally assist the President in performing any duties assigned to the President and shall perform such other duties as may from time to time be assigned by the President or the Board of Directors. In the absence of the President, the Vice-president shall preside at meetings of the Board of Directors.

3.06. The Secretary.
The Secretary shall act as secretary of all meetings of the Board of Directors and shall keep the minutes thereof in the proper book or books to be provided for that purpose; the Secretary shall see that all notices required to be given by the corporation are duly given and served and shall have charge of the books, records and papers of the corporation. The Secretary shall see that the reports, statements and other documents required by law are properly kept and filed; and shall, in general, perform all duties incident to the office of Secretary and such other duties as may from time to time be assigned by the Board of Directors or by the President.

3.07. The Treasurer.
The Treasurer shall collect and keep account of all the monies received and spent on behalf of the corporation; shall deposit sums received by the corporation in the name of the corporation in such depositories as shall be approved by the Board of Directors; shall make reports of the finances of the corporation at least annually to the Board of Directors and when called upon by the President, shall perform such other duties as shall be directed by the Board of Directors or the President. The funds, books and vouchers in the hands of the Treasurer shall at all times be subject to the inspection, supervision and control of the Board of Directors and the President and, at the expiration of that term of office, the Treasurer shall turn over to the successor in office all books, monies and other properties in his or her possession.

3.08. Regional and State Administrative Officers.
The Board of Directors shall organize the Clan into geographical regions, each of which shall have a Regional Commissioner and a Deputy Regional Commissioner, appointed by the President. The Regional Commissioners shall be appointed with the advice of the state commissioners of the respective regions. With the approval of the Board of Directors, an additional Deputy Regional Commissioner may be appointed by the President. Regional Commissioners and Deputy Regional Commissioners shall serve at the pleasure of the President for a term of three (3) years to begin on the date of appointment with no limit on the number of terms that may be served. A Regional Commissioner or Deputy Regional Commissioner may resign at any time, orally or in writing, by notifying the President of the corporation.
Each Regional Commissioner shall have full administrative responsibility for the activities of the corporation within that region. Each Deputy Regional Commissioner shall assist the Regional Commissioner in carrying out the duties of office. With notification to the President, each Regional Commissioner shall appoint State Commissioner(s) and Deputy State Commissioner(s) for each state within that region. A State Commissioner and a Deputy State Commissioner shall serve at the pleasure of the Regional Commissioner for a term of three (3) years to begin on the date of appointment with no limit on the number of terms that may be served. A State Commissioner and a Deputy State Commissioner may resign at any time, orally or in writing, by notifying the Regional Commissioner. Each State Commissioner shall have administrative responsibility for the activities of the corporation within that state. Each Deputy State Commissioner shall assist the State Commissioner in carrying out the duties of office. Regional and State Commissioners shall appoint within their Jurisdiction such additional office holders as they deem necessary to efficiently and effectively operate their Regional and State organizations. When Regional or State Commissioners appoint Conveners for local areas, the Conveners will be appointed for a term of three (3) years to begin on the date of appointment with no limit on the number of terms that may be served.
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4.01. Eligibility.
No one may be accepted as a member of the corporation unless the applicant is of the blood of MacDonald, however spelled, or of the blood of a recognized associated family, however spelled, or is related by marriage or legal adoption to either of these.

4.02. Classes of Membership.
There shall be three classes of membership:
A. Annual - to include the member, the member's spouse; if any; and any dependent children;
B. Life - to include the member, the member's spouse, if any, and any dependent children;
C. Honorary Life - a Clan member who may be so proposed and approved by a majority vote of the Board of Directors.

4.03. Membership Dues.
Membership dues and fees shall be set from time to time by the Board of Directors. The Board of Directors shall also determine from time to time the amount of any additional fees which may be assessed against members by any Regional Commissioner for Clan related activities within the respective region. Basic dues will be, and hereinafter referred to as, Annual Membership Dues. Life Membership Fees shall be referred to as such.

4.04. Friend of Clan Donald.
A person denominated as such by the High Commissioner, the Deputy High Commissioner or a Regional Commissioner, in recognition of outstanding service to the Clan but not eligible for actual membership under Section 4.01 sbove. The individual's card shall be clearly marked "Friend". A friend of Clan Donald shall receive such benefits as may be granted by the denominating authority.
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5.01. Annual Meeting.
The Members' Annual Meeting shall be held at a time and place to be determined by the Board of Directors.

5.02. Special Business Meetings.
A special Members' business meeting may be held at the discretion of the Board of Directors upon the written request to the Secretary signed by a two-thirds majority of the board.

5.03. Quorum.
Twenty Members shall constitute a quorum for the transaction of business.

5.04. Notice of Meetings.
Notices for the Annual Meeting and any special business meetings shall be in writing and shall be mailed no less than thirty (30) days prior to the date of said meeting.
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6.01. Membership Dues.
Annual membership dues shall be paid directly to the appropriate Regional Commissioner, designated State Commissioner or Other designated member for the account of the corporation. All Regional Commissioners shall establish appropriate savings, investment and checking accounts for the deposit and maintenance of funds received for Clan related activities. All such funds, except for that portion of the dues which the Board of Directors require to be forwarded to the Treasurer of the Corporation, may be disbursed at the discretion of the Regional Commissioner for Clan related activities.

6.02. Life Membership Fees.
Amounts paid to the corporation as Life Membership Fees shall be considered as consisting of two separate elements; the first being the Life Membership Fee, itself; and the second being the Regional Life Retention amount to be retained by the regions as compensation for the loss of Annual Membership Dues revenue, as both shall be from time to time established by the Board of Directors. The Life Membership Fee shall be remitted to the Treasurer of the Corporation and shall be deposited in a restricted investment account.

6.03. Corporate Expenditures.
The President is authorized to spend funds received as Annual Membership Dues from the Regional Commissioners and any earnings thereon together with any earnings on Life Membership Fees and contributions as necessary for Clan related expenses. The President may not spend any other corporate funds except with the consent of the Board of Directors.

6.04. Financial Reporting.
Each Regional Commissioner shall make a report to the Treasurer within thirty (30) days of the end of each designated period (not to exceed one (1) calendar year in duration) listing all receipts and disbursements for that period. Regional Commissioners may be required to submit such additional reports as the Board of Directors deems appropriate.

6.05. Execution of Contracts.
The Board of Directors, except as these Bylaws otherwise require, may authorize any officer or officers. agent or agents, in the name and on behalf of the corporation to enter into any contract or execute and satisfy any instrument, and any such authority may be general or confined to specific instances.

6.06. Checks, Drafts, Etc.
All checks, drafts and other orders for payment of money out of the funds of the corporation and all notes and other evidences of indebtedness of the corporation shall be signed on behalf of the corporation in such manner as shall from time to time be determined by resolution of the Board of Directors.

6.07. Calendar Year Record Keeping.
The corporation's (and the Regions') books and records shall be kept on a calendar year basis.
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No part of the net earnings or profits of the corporation shall inure to the benefit or private profit of the corporation's directors, officers, or to any member of their families, or to any individual, nor shall the corporation aid any organization or corporation conducted for the benefit of or private profit of its stockholders. Nothing herein shall prohibit the provision of charitable aid to a Clanmember in distress and all activities and all aid of the corporation shall be solely for charitable, literary, educational, social or recreational purposes. No director or officer shall receive any compensation, either directly or indirectly, for acting as such.
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The Board of Directors may provide a corporate seal which shall be in the form of a circle and shall bear the full name of the corporation and the year of its incorporation.
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Any one or more of the provisions of these bylaws may, at any duly constituted regular or special meeting of the Board of Directors, be amended by changing, altering, suspending, supplementing or repealing the same , by a majority vote of the directors present and entitled to vote at such meeting.
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10.01. Registered Office.
The registered office of the corporation shall be in the State of Delaware.

10.02. Other Offices.
The corporation shall also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation shall require.
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11.01. Scope of Indemnification as Defendant.
The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. against expenses (including attorneys- fees), judgments, fines and' amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon plea of nolo contendre or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he-or she reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

11.02. Scope of Indemnification as Plaintiff.
The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys- fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect to any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or other court shall deem proper.

11.03. Authorization For Indemnification
Any indemnification under sections 11.01 or 11.02 (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in sections 11.01 and 11.02 of this Article. Such indemnification shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion.

11.04. Expenses of Defense
Expenses incurred by an officer or director in defending a civil or criminal action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of such director or officer to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation as authorized in this Article. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate.

11.05. Nonexclusivity and Continuation.
The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any Bylaw, agreement, vote of disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
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Revision/Amendment Date; Affected Sections; Change
September 16, 1994 (creation date)
September 26, 1997   4.01, 4.03, 6.01, 6.02   Amended with substantive change
 2.11, 6.03, 6.04, 6.05, 6.06  Restated or renumbered with no substantive change September 14, 2002   2.10, 3.03 Changed appointment authority From High Chief to High Council