Summary of Changes to Bylaws

Vincent C. Henderson II Vice President –

General Counsel

5116 Cantrell Road Little Rock, AR 72207



     The present Clan Henderson Society Constitution and Bylaws have not been comprehensively reviewed in at least 10 years. It appears that they are substantially similar to an earlier constitution and bylaws of the society. There have been substantial changes in the actual operation of the Society and substantial changes in nonprofit corporation law in the approximately 30 years since the initial organization of the Society. When the Society was relatively small, the organization of the Society could be relatively simple in structure and authority. Over the last 10 years, however, because of the challenges of the growth and development of the Society and the law, the Constitution and Bylaws have not kept up.


The theory behind the proposed Bylaws is to give greater responsibility, flexibility, and accountability to the Executive Board on behalf of the members of the Society. The proposed Bylaws are intended to be the organic document for the Clan Henderson Society, Inc., as a nonprofit corporation. The proposed Bylaws include those provisions for the organization and management of the Society as a nonprofit corporation incorporated under North Carolina law. Several provisions in the present Constitution and Bylaws and many of the suggested changes to them are not included in the proposed Bylaws as they are more compatible as corporate resolutions than as bylaws, and as a result may be more easily modified, amended, and adjusted. In addition, as a result of some changes in federal law, the proposed Bylaws include some additional language that the present Constitution and Bylaws should include but do not.


The drafts of the proposed Bylaws have been reviewed, discussed, and modified several times by an ad hoc committee of the Executive Board.


Some of the main changes made by the proposed Bylaws include the following:


For some reason, the Society’s bylaws were drafted in two separate documents, the Constitution and the Bylaws. By and large, the provisions of the present Constitution have been substantially duplicated in the present Bylaws. To the extent necessary and useful, the provisions in our present Constitution and our present Bylaws have been combined into the provisions of the proposed Bylaws. For example Article I of the Constitution concerning the official name and location of the organization and Bylaw I of the present Bylaws essentially duplicating the official name of the Society have been merged and incorporated into Article I of the proposed Bylaws. This type of change taking duplicative provisions in both the present Constitution and in the present Bylaws has been executed manifold times throughout the proposed Bylaws.


Present Bylaw I has several paragraphs recounting the history of the Society. Interesting and valuable as this information is, it has no real place in the Society’s Bylaws. This information has been incorporated into a corporate resolution for consideration by the Executive Board.


Proposed Article II, Policy and Operations, and Article III, Objective and Purposes, now cover those same matters in present Bylaws II and III, also which are duplicative of similar provisions in the present Constitution.


Proposed Article IV, General Form of Organization, § 1 the Society Generally, reflecting the changes in the Society, incorporates, in part, present Bylaw IV concerning the geographical area of the Society. The Society is now larger and better organized internationally.


Proposed Article IV, § 2 the Executive Board, substantially includes provisions that may be found in present Bylaw VI, in part.


Proposed Article V, Officers, sets out more clearly the three classifications of Society officers: elected; commissioned; and appointed. A substantial change between the present Bylaws and the Proposed Bylaws is in § 3 concerning the election of officers. For the first time, the President of the Society will be limited to two consecutive terms. Before he or she may hold that office again he or she must sit out for at least one presidential term. In § 1, officers are limited in the number of appointed or commissioned offices he or she may hold at the same time.


Proposed Article VI, Duties of Elected and Commissioned Officers, reorganizes, clarifies, and better details the duties of the elected and commissioned officers that are included in present Bylaw VI.


Proposed Article VII, Members, more clearly sets out the various aspects of membership in the Society and incorporates many of the provisions presently in Bylaw V. It simplifies the types of membership and reduces them to three: active, passive, and honorary. The new article sets out minimum requirements for retaining membership and the privileges of the various types of membership.


Proposed Article VIII, Fiscal and Financial Matters, incorporates provisions from present Bylaw VII, in part, and more clearly delineates the manner in which Society funds and other assets are handled and managed. It also expressly establishes the calendar year as the fiscal year for the Society, unless the Executive Board should decide to change it.


Proposed Article IX, Meetings, more clearly sets out the provisions applicable to annual general meetings of members, special meetings of members, and executive board meetings. It more clearly establishes the quorum and voting requirements for each type of meeting. Present Bylaw VIII Meetings has been confusing, inaccurate, incomplete, and sometimes unworkable.


Proposed Article X, Committees, completely reorganizes the committee structure and philosophy of the Society. While some aspects of present Bylaw IX are incorporated into this article, most of this proposed article is substantially new. This article is one of the most important changes from our present bylaws. It establishes four standing committees of the Executive Board, committees the Society has never had: audit committee; finance committee; fundraising and development committee; and program oversight committee. The importance of this restructuring cannot be overemphasized. Other committees, such as Awards Committee and Scholarships Committee, and program committees, are authorized to be created by the Executive Board by corporate resolution. Furthermore this will allow the Board to bring in members with interests in the various program and projects of the Society rather than rely almost exclusively on board members to populate these types of committees. These committee members can bring their expertise and enthusiasm to the efforts of these Society committees. It will also give the Society a larger pool of potential leaders for eventually taking over the various leadership positions in the Society.


Proposed Article X, Conflicts of Interest and Article XI Internal Complaints, are required by federal law. The conflicts of interest article is self-explanatory, while the internal complaints article is a whistleblower protection provision. There is an attachment, Exhibit A, which is a form referred to in Article X, § 7b, and each officer is required to complete the form each year and file it with the Society Secretary.


Finally, proposed Article XIII, Adoption of these Bylaws and of Amendments, sets out the requirements for approval of the proposed bylaws and the procedure for amending them.




At last year’s AGM in Ligonier, Pennsylvania, the Society adopted a resolution authorizing the Executive Board to create a foundation named the Clan Henderson Society Foundation. The purpose of the foundation was and is to receive donations and assets to support programs the Society wants to encourage and promote. In that way dues and incidental income in support of the Society can be used to support the Society itself rather than have the Society have to use those revenues to support the various programs the Society wants to encourage and promote.


However, after reviewing the law and other clan societies’ foundations we have determined that last years’ resolution needs substantial revision. Rather than try to amend the Ligonier resolution, another resolution to replace it has been prepared. Its purpose is to allow the Executive Board greater flexibility in the creation and management of the foundation in line with the manner in which other societies create and manage their related foundations.




As previously mentioned, several Executive Board resolutions have been prepared for consideration by the Executive Board, subject to the adoption and ratification of the proposed Bylaws. While these do not require approval by the Society members, they have been put on the Society website for review by the members. They cover the following subjects:


Appointed Officials


Badges and Symbols

Emeritus Honors

Heritage and History

Regional Commissioner Organization


Special Observances 















History Regional Commissioner Organization Scholarships Special Observances