26th February 1993

Revised: 6th June 1993, 7th August 1993, 22nd May 1994, 10th July 1994, 13th August 2004, 6th October 2008, 20 July 2014, 2 September 2018, 24 April 2021, 26 November 2022

1. NAME OF THE SOCIETY

The Society shall be called THE CLAN MACKENZIE SOCIETY OF SCOTLAND AND THE UK. (referred to hereafter as “The Society”) is the Official Society of Scotland and the United Kingdom as recognised by the CLAN CHIEF, the Earl of Cromartie.

2. HEADQUARTERS OF THE SOCIETY

The spiritual headquarters of the Society shall be at Castle Leod, Strathpeffer, Ross-shire, Scotland.

3. OBJECTS AND PURPOSE

The Society exists to:

• encourage friendship between members worldwide.
• to promote, educate, explain, and spread information about the Clan by all possible means.
• to encourage and maintain interest in the history and traditions of the Clan and its contributions to Scottish Heritage.
• to extend knowledge of the Clan and Scotland whenever and wherever possible.
• to support other Clan and/or Society activities which have as their objectives the preservation of Scottish Heritage and Traditions.

The Society shall also extend the hand of friendship to other recognised Clan Mackenzie Societies across the globe

4. GENERAL STRUCTURE

The structure of the Society shall consist of: –

4.1 The MEMBERS – (see section 5, section 6 and section 7) who shall have the right to attend the annual general meeting (and any special general meeting) and shall elect a Management Committee to run and administer the Society on their behalf.

4.2 The MANAGEMENT COMMITTEE – (see section 8, section 9 and section 10) shall be elected by the membership and shall hold regular meetings during the period between annual general meetings with the aim of promoting the Society’s objectives whilst also ensuring due diligence in respect of the Society’s finances and other governance matters pertaining to running the Society.

5. MEMBERSHIP CRITERIA AND PROCESS

Regardless of nationality, political or religious beliefs, race or sexual orientation, membership of the Society shall be open to

5.1 All persons bearing the name of or being descended from any of the Clans or Septs of the Clan Mackenzie

5.2 Persons married or partners to any of those in clause 5.1, 5.3 and 5.4.

5.3 Persons having traceable historical connections with the Clan Mackenzie and its past or present septs.

5.4 Persons having a genuine interest in the aims, objectives, and purpose of the Clan Mackenzie Society (see section 3) or in its history and genealogy.

5.5 Any person who wishes to become a member is required to complete an application form, ensure that the aims, objectives, and good name of the Society are upheld and to abide by the terms and conditions of membership.

5.6 The management committee may, at its discretion, refuse to admit any person to membership.

5.7 The management committee, through the membership secretary, shall maintain a register, setting out the full name and address of each member, any additional electronic contact details, the date on which they were admitted to membership and the date on which any person ceased to be a member. All details will be stored according to any relevant statutory legislation.

5.8 Any member who wishes to withdraw from membership shall lodge, to the membership secretary, a signed written notice to that effect. On receipt of the notice by the Society, they shall cease to be a member.

5.9 In the event of a significant contravention by a member that is perceived as bringing the Society into disrepute, the individual may have their membership revoked by way of a resolution passed by a majority vote at a general or special meeting of members (see clause 7.4) providing the following procedures have been observed.

1. At least 21 days’ notice of the intention to propose the resolution must be given to the member concerned, specifying the grounds for the proposed expulsion.
2. The member concerned shall be entitled to be heard on the resolution at the general meeting at which the resolution is proposed.

5.10 The Society shall consist of the present Life Members, Ordinary and Junior Members, but Clans folk of eminent distinction may be admitted as Honorary Members.

6. MEMBERSHIP FEES

A membership fee shall be payable. New membership commences on the date of payment of such fees. Membership renewal commences from the date of renewal fees becoming due. Members in arrears with their subscriptions shall after, six weeks’ notice being given in writing by the membership secretary, be removed from the roll. Such fees shall be subject to revision by the Society at the Annual General Meeting.

7. MEMBERSHIP MEETINGS

7.1 The Society shall hold an Annual General Meeting in each year; not more than 15 months should elapse between general meetings, except in extenuating circumstances, for the purpose of electing Office Bearers, Committee Members, and an Independent examiner, for considering the reports of the Chairperson, Secretary and Treasurer, consideration, and agreement of the financial statement, and for the transacting of any other competent business.

7.2 The Financial Year shall be from the 1st of April until the 31st of March of the following year.

7.3 The Quorum for an Annual or Special General Meeting shall be 10 members present.

7.4 At least 14 clear days’ notice must be given of any annual general meeting or special general meeting; the notice must indicate the general nature of any business on the agenda to be dealt with at the meeting, any relevant nomination forms and in the case of a resolution to alter the constitution, must include a copy of the proposed changes.

7.5 Each member shall have one vote on any resolution or business presented to a general or special meeting. Such vote (whether on a show of hands or on a secret ballot) must be given personally in real time. NB Junior members are ineligible to vote.

7.6 If there is an equal number of votes for and against any resolution, the chairperson of the meeting shall be entitled to a casting vote.

7.7 The chairperson of a general meeting may, with the consent of the meeting, adjourn the meeting to such time and place as the chairperson may determine.

7.8 A Special General Meeting of the Members may be called on the request of the President or Management Committee Chairman or on written request of ten Members being duly made to the Secretary. (subject to clause 7.4)

7.9 The Office Bearers and Committee Members shall arrange such other meetings of the Members as are deemed necessary to carry out the Society’s objectives. (subject to clause 7.4)

7.10 The Society membership in a General Meeting may, as a mark of its esteem, elect as Honorary Vice-Presidents members of the Society who have rendered distinguished service to the Society. Such Honorary Vice-Presidents may be re-elected at the Annual General Meeting without limitation of time and shall be eligible for election as Officers or as other Committee Members.

8. MANAGEMENT COMMITTEE MEETINGS

8.1 The Management Committee (see clause 9.1) shall meet as often as may be deemed necessary and requires a seven-day notice being given to committee members.

8.2 No business shall be dealt with at a Management Committee meeting unless a quorum is present. The Quorum for a Management Committee Meeting shall be one third of the elected Committee members attending in real time.

8.3 Questions arising at a meeting of the Management Committee shall be decided by most votes; if an equality of votes arises the chairperson of the meeting shall have a casting vote.

8.4 Special meetings of the Management Committee may be called without the normal seven days’ notice being given if the President or Management Committee Chairman or two Committee Members deem it necessary.

9. THE MANAGEMENT OF THE SOCIETY

9.1 The management of the Society shall be vested in a Management Committee which shall comprise:

1. the Clan Chief ex officio
2. up to twelve Committee Members including Officers.

9.2 The Officers of the Society shall comprise of a minimum of

1. A President: The office of President shall be non-executive, though this should not preclude him or her from undertaking specific executive duties as decided by the Committee. The President shall preside over the Annual General Meeting and Special General Meetings and shall be responsible for an overview of the Society’s activities. In the absence of the President, the Management Committee Chairperson shall chair the Annual General Meeting.
2. A Chairman: The Management Committee Chairman shall be the chief executive officer of the Society, shall prepare a Report on the activities of the Society for the Annual General Meeting and shall chair meetings of the Committee. In the Chairman’s absence the Committee shall be chaired by the President or a nominated Committee Member.
3. A Secretary: The secretary shall convene and keep a record of all the proceedings of the ordinary and General meetings and carry out the general correspondence of the Society and do all other necessary secretarial services in the interests of the Society. The Secretary shall prepare and present a report to the Annual General Meeting
4. A Treasurer: The Treasurer shall receive all monies due to the Society and make all disbursements due by the Society. He/she shall keep proper records of account and present a management account to each meeting of the Management Committee. The Treasurer shall prepare and submit to the Annual General Meeting a statement of their intro-missions for the appropriate financial year. This statement shall be duly certified before submission.

9.3 The Officers of the Society and the other Committee Members shall hold office until the conclusion of the next Annual General Meeting after their election when they should resign but shall then be eligible for re-election by the Members of the Society at the Meeting.

9.4 In advance of each Annual General Meeting and with at least 7 days’ notice a member may propose (and subject to another member as seconder) any member to become a member of the Committee by completing the requisite nomination form (see clause 7.4). A person shall not be eligible for election/appointment to the Committee if they, a) are not a Society member b) are, due to uninsurable liabilities, not resident in England, Scotland, Wales, Northern Ireland, the Isle of Man, or the Channel Islands and c) the proposer, or seconder are not Society members.

9.5 If an elected Officer ceases to hold office for whatever reason the Committee shall have power to appoint a successor to act until the next Annual General Meeting.

9.6 The Committee shall have power to co-opt additional Committee Members provided that the total number of Committee Members other than the Clan Chief does not exceed twelve (see clause 9.1b) and delegate any of their powers to any sub-committee consisting of one or more committee members and such other persons (if any) as the Committee may determine.

9.7 The Committee shall have power (subject to any resolutions of the Society made at an Annual General Meeting or a Special General meeting) to deal with all matters affecting the Society and its membership, including, without limitation, the recording, recruitment and retention of members, publicity, fund raising, social events, approval of geographical area supporter groups, the Journal referred to in clause 11, the study of Clan history and genealogy, and the organisation of the Clan Mackenzie International Gathering. Pursuant to this it may make such appointments, whether of members or otherwise, and establish such sub-committees as it shall think fit.

9.8 Any member of the Committee who has a personal interest in any transaction or other arrangement which the Society is proposing to enter, must declare that interest at a meeting of the Committee.

9.9 For the purposes of clause 9.8 a person shall be deemed to have a personal interest in an arrangement if any partner or close relative of theirs or any firm of which they are an owner, partner, or employee or of any company of which they are a shareholder or director, has a personal interest in that arrangement.

9.10 A member of the Committee shall automatically vacate office if:

1. They become debarred under any statutory provision from being a member of any management committee.
2. They are convicted of fraud.
3. They cease to be a member of the Society.
4. They resign office.
5. They are absent (without either presenting apologies or the permission of the committee) for more than three consecutive meetings of the Committee, and the Committee resolve to remove them from office.

10. FINANCE

The funds of the Society shall be invested in the name of the Society. All cheques or financial transactions shall be signed off by the Treasurer and one other Member of the Committee. Proper books of accounts shall be kept, and these shall be submitted annually for examination and verification by a suitably qualified independent examiner.

11. PUBLICATION OF REPORTS, ETC.

The Society will publish annually a JOURNAL (either by hard copy or electronically) and reports of the Societies activities together with any matters of interest relating to the Society or its members.

12. ALTERATION OF THE CONSTITUTION

No alteration or addition to these Rules may be made unless proposed at the Annual General Meeting or at a Special General Meeting and adopted by two thirds of the Members there present. Any proposed alteration or addition shall be notified by the Secretary to all Members three weeks before the due date of the Meeting.