Creation of the Fordell Foundation

RESOLUTION

TO AUTHORIZE THE CREATION AND OPERATION OF THE FORDELL FOUNDATION 

AND 

REPEAL A CERTAIN RESOLUTION APPROVED AT THE ANNUAL GENERAL MEETING IN LIGONIER, PENNSYLVANIA, SEPTEMBER 14, 2019

 

WHEREAS the Executive Board was authorized by the membership of the Society at the 2019 Annual General Meeting to establish the Clan Henderson Society Foundation and provide for the governance of the Foundation; and

WHEREAS, after further research and study along with consultation with other clan society foundations, it has been determined that the Executive Board needs greater authority to better establish and provide for the management and governance of the Foundation; and

WHEREAS, in consultation with the Chief of the Name and Arms of Henderson, Alistair Henderson of Fordell, it has been determined that the name of the Foundation should be changed,

NOW THEREFORE BE IT RESOLVED THAT: 

The Executive Board of the Clan Henderson Society is authorized to establish the Fordell Foundation for the purpose of receiving, investing, and managing funds and other property, real or personal, donated to the foundation and to disburse funds and other property, real and personal, from the foundation for the purpose of supporting teaching and perpetuating Scottish Arts, Culture, and Athletics, including, but not limited to awarding scholarships and grants to performing artists and organizations, including musicians and musical organizations, pipers, pipe bands, singers, highland dancers, and dancing schools, and other artists and artistic organizations; athletes and athletic organizations; and other similar individuals and organizations.

BE IT FURTHER RESOLVED THAT:

The original bylaws of the Foundation shall be written and approved by the Executive Board of the Society.  The foundation is to be managed by a board or committee appointed as provided in the bylaws of the Fordell Foundation.  The organization and structure of the Fordell Foundation shall be established in the bylaws of the foundation.  The bylaws shall provide for policies for the responsible management and control of the foundation and its assets and property as provided by law, including, but not limited to, policies concerning self-dealing and conflicts of interest and whistleblower protection.  The bylaws shall provide that the foundation shall be a nonprofit organization and a charitable organization under state law and the federal Internal Revenue Code.

BE IT FURTHER RESOLVED THAT:

The Executive Board is authorized and empowered to take any action and do any and all things necessary for the creation, organization, and management of the foundation pursuant to the purposes set out in this resolution and as required by state and federal law.

BE IT FURTHER RESOLVED THAT:

This Society resolution supersedes and repeals the Society resolution approved by the Executive Board meeting in Ligonier, Pennsylvania, September 13, 2019, and approved at the Annual General Meeting of the Society held in Ligonier, Pennsylvania, September 14, 2019.

 

Approved by the Executive Board meeting online in Southport, North Carolina, October 17, 2020, and

Approved at the Annual General Meeting of the Society held online in Southport, North Carolina, October 24, 2020.


 

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President                                                   Date

 

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Secretary