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Articles
of Incorporation Clan Donnachaidh of
the South, Inc. ARTICLES OF INCORPORATION OF CLAN DONNACHAIDH OF THE SOUTH, INC. 1. The name of
the corporation is: CLAN DONNACHAIDH OF THE SOUTH, INC. 2. The
name of the registered agent at the initial registered office and the street
address and county of the corporation's initial registered office are: Registered
Agent Thomas M.I.R.J. Robertson-Struan Initial
Registered Office: 4029 Baywind Walk NW County
of Registered Office: 3. The name
and address of the incorporator is as follows: Thomas
M.I.R.J. Robertson-Struan 4029
Baywind Walk NW 4. The Corporation shall have members but such membership shall not be transferable, nor shall members have any rights to any assets of the Corporation nor to any income of the Corporation. Membership in the society shall be open to Clansmen and Clanswomen who are lineal descendents of Scots bearing the names of Robertson and Duncan and the names of the accepted Septs of the Clan as recognized by the Home Branch of the Society in Bruar, Scotland, which include: Collier, Colyear, Donachie, Duncanson, Dunnachie, Inches, MacConachie, MacDonachie, Macinroy, MacIver, Maclagan, MacRoberts, MacRobie, Roy, Skene, Stark, Tonnochy or variations in the spelling of these and others who claim to be of the Clan. Ladies bearing the name, either by Parentage or Marriage, and all lineal descendents in the female line, whether males or females and Husbands of Lady Members may become Members also. Legally adopted children of any of the above may also become Members. Each applicant shall furnish lineal proof that is acceptable to the Board of Directors. Classes of members and dues may be established from time to time in the Bylaws. 5. The mailing
address of the initial principal office of the corporation will be: 4029
Baywind Walk NW 6. The
corporation is organized pursuant to the provisions of the Georgia Nonprofit Corporation
Code. 7. The
corporation shall be of perpetual duration. 8. The corporation is organized for the pleasure and recreation of the members and for charitable, literary, educational and fraternal purposes, substantially all of the activities of which are for such purposes, and no part of the net earnings of which inures to the benefit of any private member. The objectives of Clan Donnachaidh Society of the South shall be to preserve and promote the customs, traditions and heritage of Clan Donnachaidh; to promote a spirit of kinship amongst members of Clan Donnachaidh throughout the world; to inspire among our members and their descendents the pride and spirit of their ancestors and to support the Clan Donnachaidh Museum located at Bruar Falls, Blair Atholl, Perthshire, Scotland. 9. Any provision of these Articles and the Bylaws may, at any Annual General Meeting of Members, be amended by a majority vote of the membership present and entitled to vote at such meetings, provided a quorum is present as established in the Bylaws from time to time. The number, method of selection of the directors, terms of office, and all other matters pertaining to the operation of the corporation shall be in the manner set forth in the Bylaws. 10. The initial Directors shall
be:
11. In the event of dissolution, the residual assets of the organization will be turned over to one or more organizations which themselves are exempt as organizations described in Sections 501(c) of the Internal Revenue Code of 1986, as amended, or corresponding sections of any prior or future law, or to the Federal, State or local government for exclusive public purposes. 12. Notwithstanding any other provision of these Articles, this Corporation will not carry on any other activities not permitted to be carried on by (a) a corporation exempt from Federal income tax under Section 501(c) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States internal revenue law. 13. A.
No Director of the Corporation shall be personally
liable to the Corporation for monetary damages for breach of duty of care or
other duty as a Director if he or she acted in a manner he or she reasonable
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.
Notwithstanding the preceding sentence, no Director's liability shall be
limited or eliminated for any action with respect to which exculpation is
prohibited by the Georgia Nonprofit Corporation Code. If the Georgia Nonprofit Corporation Code is
amended after the effective date of this Article to authorize corporate action
further limiting the personal liability of Directors, then the liability of a
Director of the Corporation shall be limited to the fullest extent permitted by
the Georgia Nonprofit Corporation Code, as so amended. any repeal or
modification of the foregoing paragraph by the Directors of the Corporation
shall not adversely affect any right or protection of a Director of the
Corporation existing at the time of such repeal or modification. B. Each person who was or is made a party of is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact he or she, or a person of whom he or she is a legal representative, is or was a Director, shall be indemnified and held harmless by the Corporation to the fullest extent authorized or allowable by the Georgia Nonprofit Corporation Code as the same exists or may hereafter be amended (but in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than the Georgia Nonprofit Corporation Code permitted the Corporation to provide prior to such amendment), against all expenses, liability and loss (including attorney's fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such Director in connection with any such proceeding. Such indemnification shall continue as to a Director who has ceased to be a Director and shall inure to the benefit of the Director's heirs, executors and administrators. Except with respect to proceedings to enforce rights to indemnification by a Director, the Corporation shall indemnify any such Director in connection with a proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Article shall be a contract right. Notwithstanding the preceding provisions of this paragraph, no Director shall be indemnified for expenses or losses to the extent such indemnification is prohibited by the Georgia Nonprofit Corporation Code. C.
The Corporation shall pay for or reimburse the
actual and reasonable expenses incurred by a Director who is a party to a
proceeding in advance of final disposition of the proceeding if the Director
furnishes the Corporation a written undertaking, executed personally or on his
behalf, to repay any advances if it is ultimately determined that he is not
entitled to indemnification for such expenses under this Article or
otherwise. The undertaking must be an
unlimited general obligation of the Director but need not be secured and may be
accepted without reference to Director's financial ability to make repayment. D.
Officers of the Corporation shall be entitled to the
same rights, including exculpation and indemnification, and shall be subject to
the same standard of conduct as Directors, as set forth in this Article XI. IN
WITNESS WHEREOF, the incorporator has executed these Articles of
Incorporation, and the undersigned hereby consents to serve as registered
agent. ____________________________________ Thomas M.I.R.J.
Robertson-Struan Incorporator and Registered Agent Presented
by: __________________________________
These Articles of
Incorporation are intended solely for the use of the members of Clan Donnachaidh of the South, INC. and it’s
authorized affiliates. Any reproduction
without the express permission of the Society Commissioner of Board of
Directors is prohibited. © 2001, 2002, 2003, 2004 -
Clan Donnachaidh |
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