BYLAWS OF THE ST. ANDREW'S SOCIETY OF MINNESOTA, INC.
Originally Adopted on August 14, 1976
Last Amended on June 15, 2007

ARTICLE I.    EXISTENCE AND PURPOSE

Section 1.  Object The St. Andrew's Society of Minnesota, Inc.

(The "Society") shall be for the benefit of all Scots and/or those interested in Scottish culture. The Society will be nondenominational, nonpolitical and nonprofit.

Section 2.  Purpose

The purpose of this society shall be to dispense charitable and educational assistance, to perpetuate Scottish traditions and culture, to promote social activities among its members and to retain an altruistic attitude in all matters.

ARTICLE II.    MEMBERSHIP AND DUES

Section 1.  Categories of Members

There shall be three categories of members in the Society; regular members, life members and special category members as determined by the Society.

Section 2.  Regular Membership

Regular membership shall be open to any individual who applies to the Society for regular membership and who then remits to the Society the requisite dues.

Section 3.  Life Membership

Life membership shall be open to any individual who applies to the Society for life membership and who then remits to the Society twenty times the amount of annual dues then required of a continuing regular member.

Section 4.  Special Category Membership

Special category membership shall be open to any individual who applies to the Society for membership in the Society under any special membership category the Society may, from time to time create, and who then remits to the Society the requisite dues.

Section 5.  Dues

Each year, prior to the Annual Meeting, the Executive Committee shall set a schedule of membership dues for the succeeding fiscal year; their failure to do so shall extend the existing schedule for one year.  Each year, regular members shall pay dues to the Society according to such schedule. The society may permit first-time applicants for membership to pay dues at any time and at rates reduced from those scheduled for regular members.

Section 6.  Voting Rights of Members

A voting member who, in the sole discretion of the Executive Committee, is current in respect of ll monetary obligations to the Society, including, without limitation, dues, shall be deemed an eligible voting member and, as such, entitled to vote as a member.

Section 7.  Commencement of Membership

An applicant shall become a member when his or her application for membership is accepted by the Society, except that an individual offered honorary membership shall become a member when that honoree notifies the Society of his or her acceptance of such membership.

Section 8.  Termination of Membership

An individual's membership in the Society shall end when that member dies, resigns from membership, fails to make any required dues payment on time, or is expelled from the Society for just cause.

ARTICLE III.    THE BOARD OF GOVERNORS
(changes approved by Board, 16 May 1999)

Section 1.  Composition (amended by vote at AGM, 8 June 2008)

There shall be seven Governors of the Society, who shall comprise the Board of Governors (the "Board").  Each Governor shall be a voting member.  Only a Governor who is an eligible voting member of the Society shall be deemed an eligible Governor and, as such entitled to vote as a Governor.  Each eligible Governor shall have a vote on the Board.  A majority of eligible Governors shall comprise a quorum.  All acts of the Board shall require the affirmative vote of a majority of eligible Governors present, but in no event fewer than four for policy determination, definition or change.

Section 2.  Meetings and Powers (amended by vote at AGM, 8 June 2008)

The Board shall meet as determined by the needs of the orgnanization.  A quorum of four must be present prior to calling the meeting to order.  The Board may act directly by meeting, or by writing signed by not less than four eligible Governors, or indirectly by written delegation of authority to the Executive Committee.  The Board may adopt from time to time, such rules and procedures for itself or for the Executive Committee as the Board deems necessary or proper, and shall annually designate on Governor as Chairman of the Board, who shall preside at all meetings of the Board, or designate another Governor to do so.  The Board may not restrict the authority or powers expressly granted by these By-laws to any officer or to the Executive Committee.  However, the Board has the power to censure the Executive Committee and/or its members for neglecting or exceeding those duties incumbent as defined by these By-laws.

Section 3.  Election

Annually two Governors shall be elected for three-year terms at the Society's Annual Meeting.  The Board may select any qualified individual to fill any vacancy arising on the Board until the next Annual Meeting, at which time the general membership shall vote to fill that vacancy for its unexpired term, if any.  Governors may succeed themselves as Governors.

ARTICLE IV.    OFFICERS
(changes to Section 1 & insertion of new Section 6 approved at AGM:  June 15, 2007)

Section 1.  Titles

The Society shall have five officers:  a President, a First Vice-President, a Second Vice-President, a Secretary, and a Treasurer, and up to four Delegates at Large.  They, together with the Chairman of the Board of Governors, shall comprise the Executive Committee.  Each Officer and Delegate at Large shall be a voting member prior to being elected to an office at the Annual Meeting.  Each office shall have one vote and each Delegate at Large position shall have one vote.  The term of President, First Vice President, Second Vice President, Secretary, and Treasurer shall be two years.  The term of Delegates at Large shall be one year.  In 2007, the First Vice President and Second Vice President shall be elected for a term of one year.  The offices of President, Secretary, and Treasurer shall be elected in odd numbered years.  The offices of First Vice President and Second Vice President shall be elected in even numbered years.  Officers may succeed themselves in office for a maximum of two terms with the exception of the Treasurer who may serve longer.

Section 2.  President

The President shall preside at all meetings of the Executive Committee and of the Society or designate another officer to do so.  The President shall represent the Society at all public functions and shall act on behalf of the Society when and as authorized to do so by act of the Board or by the voting members of the Society.  The President shall be responsible to all members for the good reputation, good condition and growth of the Society.

Section 3.  The Vice Presidents

The Vice Presidents shall act on behalf of, and at the direction of the President.  The First Vice President or, if the First Vice President cannot or elects not to do so, the Second Vice President shall assume the duties of the President in the event that the President cannot, in the sole discretion of the Board, personally execute those duties for reasons of disqualification as a member, ill health or prolonged absence.

Section 4.  The Secretary

The Secretary shall have custody of the Corporate Seal of the Society and assure its proper use.  The Secretary shall be responsible for all correspondence of the Society with its members and with others and for the proper maintenance of all minutes of meeting, corporate and other records of the Society, exclusive of financial records, and act to assure the corporate existence of the Society by, without limitation, notifying all appropriate parties of the time and necessity of any required meetings of actions.

Section 5.  The Treasurer

The Treasurer shall have custody of all funds of the Society and assure their safety by promptly placing and maintaining them in depository accounts insured by the FDIC or other Federally guaranteed securities at one or more reputable financial institutions.  The Treasurer shall be responsible for the proper maintenance of all financial records of the Society for the accepting all receipts of, and executing all disbursements by, the Society.  The Treasurer shall properly maintain the membership records, including a current listing of the names, mailing addresses and telephone numbers of all members, and act to assure the good credit record, and good financial condition, of the Society.  The Treasurer shall deliver in writing, at the Annual Meeting, a Treasurer's report on the financial condition of the Society and on matters touching on membership, all in form and substance satisfactory to the Executive Committee.  The Treasurer shall act to assure that all members pay their obligations to the Society, including, without limitation, their dues, and the Board and the Executive Committee are made aware of any financial obligations owed to or by the Society.  The Treasurer shall complete and file all requisite tax and other governmental forms and otherwise act to assure the tax-exempt status of the Society.  The Treasurer is also responsible for separate accounting of all scholarship funds.  The Treasurer's accounts shall be audited annually by the committee appointed by the Board.

Section 6.  Delegates at Large

Delegates at large shall attend Executive Committee meetings and perform duties as assigned.

Section 7.  The Executive Committee

The Executive Committee shall act on matters within the purview of the officers, as set out in these By-laws, or on the authority delegated to the Executive Committee by the Board.  Each member of the Executive Committee shall be a fiduciary to the Society, The Executive Committee shall hold meetings at its discretion or as otherwise required by the Board.  The Executive Committee may from time to time create or dissolve committees of members to perform work for the Society.  Actions of the Executive Committee shall require the affirmative vote of at least three of the officers.

Section 8.  Authority to Act

Authority to enter into contracts on behalf of the Society shall reside in the Executive Committee.  The Executive Committee may delegate such authority for a specific lawful purpose, consistent with the purpose of the Society, to execute such contracts to at least two members of the Executive Committee acting together; one of who must be the President.

Section 9.  Elections

A nominating committee shall be a standing committee appointed by the Executive Committee.  The committee will consist of not less than five voting members in good standing of which two shall be members at large.  The chairman of the nominating committee shall be appointed by the President.  The nominating committee will submit the names of candidates for positions as officers of the Society and as members of the Board of Governors, to the Executive Committee not less than 30 days prior-to the Annual Meeting.  The nominating committee shall propose at least one member in good standing for each position.  Additional nominations may be made from the floor at the Annual Meeting.

Section 10.  Vacancies

Any vacancy occurring in the Executive Committee between Annual Meetings may be filled by appointment, from the Voting membership, by the remaining officers.

ARTICLE V.    MEETINGS AND NOTICES

Section 1.  The Annual Meeting

The Annual Meeting shall be held at such time and place as designated by the Executive Committee and open to all members.  At the Annual Meeting, the Treasurer, or acting treasurer, shall make available to the members written copies of the Treasurer's report.  Thereafter, those eligible voting members personally present shall vote on any proposed changes to these By-laws and elect Governors and Officers for subsequent fiscal year, which shall fun from July 1 through the following June 30th.  The Annual Meeting shall follow such rules of procedure as the Society may select for and prior to such meeting.

Section 2.  Special Meetings

Special meetings of the Society may be called at any time (1) upon petition-of, the Chairman, the President or the acting President, if any, by five or more voting members of the Society and on not less than ten days notice to all members of the Society, or (2) upon unanimous consent of not less than twenty voting members comprising all voting members personally present at a regular scheduled meeting.

Section 3.  Voting

Except as otherwise required by law, voting, for all purposes at any meeting of the Society, the Board or the Executive Committee, shall be simple majority of those present and eligible to vote, or by secret ballot upon request by a member in good standing, or as otherwise provided herein.

Section 4.  Newsletter and Notices

General notices to members shall be made not less than 10 days in advance of any related meeting by means of a newsletter, or other notice, that the Society shall fund and publish to all members and shall specify the time, date and place of such meeting.

ARTICLE VI.    PRESERVATION OR EXISTENCE AND TAX-EXEMPT STATUS