Clan Carruthers

Clan Carruthers: Legal Set up of a Clan Society and a Response to LLC claims.

When will our clan and family realise that the group: Ancient and Honourable Carruthers Clan Society Int LLC, also known as Clan Carruthers LLC-Promptus et Fidelis, also known as Clan Carruthers International Society, to name but a few, are offering information which simply does not stand up to scrutiny and sadly neither does their claims regarding the Society (CCSI).

Thequestion must be; What will it take to convince people; a little homework and research on line, an email from the Smithsonian or an email from the Bar Society of North Carolina? 

Read on:  

Setting up a Clan Society-the Facts

Scotland

The legality of setting up a clan society is different in different countries, in some it is simpler, in others more difficult, however all have tax liabilities, all have rules and regulations to abide by. In Scotland for instance, the process of opening a bank account for a Society is very robust and time consuming and the process advises the Tax Office/Inland Revenue of its existence and therefore liability. 

What has to be satisfied to have a Society account with a Scottish bank?

  • Account Name e.g. the Clan Carruthers Society International.
  • Account holders addresses and proof of identity.
  • Articles of Organization/Constitution as proof of existence and structure.
  • Appointed Treasurer and counter-signatories details.
  • Region/regions of trading e.g. national or international declared.
  • Compliance with tax and regulatory requirements for the same. 
  • Ensuring a transparent payment paper trail exists.  
  • File Annual Returns. 

Accounts have to be checked and submitted annually and any tax liability paid. The ability to accept payment from overseas is also declared and is actioned by the bank if acceptable, to rule out any form of money laundering. All of the above have been satisfied by the CCSI. 

Canada

To function as a society in Canada, according to the information we have from other societies and our Canadian members, it can be roughly the same as in Scotland. However, if a not for profit organisation is set up, according to this website:

http://www.cbo-eco.ca/en/index.cfm/starting/getting-started/not-for-profit-guide/:

Not-for-profit corporations are organizations that provide products or services to improve or benefit a community. These organizations are usually concerned with generating enough revenue to provide support to their chosen community. Any money made by a not-for-profit is not for the personal gain of its directors, members or officers, but goes back into the organization to further its aims and projects. For example, a social club may hold an art sale or craft fair in order to generate revenue for the services it provides to the community.

There are several kinds of not-for-profit organizations, which can be federal or provincial such as:

  • Professional or community organizations
  • Sport or athletic
  • Social clubs
  • Service clubs (for example Kiwanis or Lions)
  • Charities

A Federal Incorporation covers the whole of Canada, a Provincial one e.g. Ontario

To set up a Federal not-for-profit corporation, you can file online or submit the following documents to Corporations Canada.

  • Articles of Incorporation- Form 4001
  • Initial Registered Office Address and First Board of Directors – Form 4002
  • A Canada-wide NUANS name search report that is not older than 90 days
  • The filing fee

The important part of this is that: 

If a provincial group, as is suggested would have been required to cover the London, Ontario Gathering in 2018, sells goods and services up to $50,000 or more within any 12-month period, you must register for a business number to charge, collect and remit the Harmonized Sales Tax (HST). As a small gathering of folks would normally negate any large profit, unless that was the reason for the gathering, neither a business number  nor in fact registration would be required.

United States of America

501(c)(3) organization

Clan Carruthers Society-United States of America was registered last year through the legal statutes of Incorporation. The Incorporation document was signed by the Secretary of State of the State of North Carolina on the 21st November 2019. This makes CCS-USA a legally constituted, non-profit organisation for the whole of the United States of America (501(c) (3) Inc, and membership is open to all Carruthers and derivations of the name. 

The CCS-USA is registered through Garner, Wake County, North Carolina as of November 21st, 2019. A 501(c)(3) organization is a corporation, trust, unincorporated association, or other type of organization exempt from federal income tax under section 501(c)(3) of Title 26 of the United States Code. It is one of the 29 types of 501(c) non-profit organizations in the US. However, transparency of accounts remain the same as any other organization. The US Incorporation status gives far more flexibility and allows function outside the state it is registered in, which legally encompasses, the whole of the United States. All Board members were required to read, accept and sign the articles of incorporation to be submitted to the lawyer concerned for processing and registration.

Limited Liability Company (LLC)

However as an alternative route an LLC is another option although it has limitations. It can be registered as a body by any group of individuals or alternatively, to one individual.  It is as an entity, limited in its trade and functions, to within the state in which it is registered. The registration and the registrees, if more than one or the registree, if an individual, is a matter of public record.

According to the business information issued in the US and easily researched, you can actually choose to form an LLC in any state, regardless of where you are based. Each state has different laws, so your best state to form an LLC in may or may not be your home state. Some states offer financial and other advantages for LLC formation that can prove to be beneficial’

However…if your business is organized as an LLC and it is doing business in more than one state, you must register your LLC as a ‘foreign LLC’ in all states where you are doing business e.g. this may be every state in the US, if trading nationally.  The process for registering a foreign LLC is different for each state. However, if you are setting up tents or craft fairs or even going to gatherings and you hang your LLC sign or banner in another state outside the one your LLC is registered in, you must file a ‘foreign registry LLC’. 

Clarification of the contents of post by the ‘Ancient and Honorable Carruthers Clan Society Int LLC’- 

Interestingly, an LLC is not recognised as a business model in Canada and cannot trade there as such, but setting up a business is not required to run a gathering.

This brings us on to some misconceptions and false statements, which need to be addressed ad clarified with regards what is being printed as fact and what is actually fiction.

In an article posted on an LLC website on the 2nd January 2020, an incorrect account of setting up a society, the function of the Smithsonian, the Lord Lyon and the legality of the gathering in 2018 was offered. Asking for proof and evidence of the statements and claims being made is a good start, and we have tried in the past, but no evidence has ever been forth coming. However a little bit of homework and research will always save embarrassment and monies in the long term. 

The LCC Post is in blue, facts offered in response in black below. 

LLC Statement: 

When we at Ancient and Honorable Carruthers Clan Society became an LLC we worked at length with an advocate who was assigned to us from the Office of the Lord Lyon (1&2). Because of that office’s limited jurisdiction, which does not include the United States, we were very kindly referred to the Smithsonian Institute to become registered as a clan (3). (If you live in England you can contact the College of Arms, under which the Lord Lyons office operates) (4).

Comment and response:  

  1. The Lyon Court, of which the ‘Office of the Lord Lyon’ is part, has a legal obligation as an entity within the Scottish Judicial system to function within its legal remit. They cannot recognise, assist nor support any action, which would contravene its own legal authority. For this reason the Office of the Lord Lyon did not authorise, or assign an advocate to the LLC, which even within the proper dealings of their remit, cannot and would not be done. This would suggest bias in the judicial system, and would be challenged legally. Asking for proof of these claims is always a good start. However it is our experience that challenges and questions lead to blocking, hence our blogs to inform and educate.  
  2. During the process of the Carruthers hearings for chief, legal representation was strongly advised by the Lyon. After discussions with other clans and their Chiefs, Sir Crispin Agnew of Lochnaw QC (an Advocate) was chosen by the current Chief to represent him. He was not assigned by the court to represent our clan but is chosen by the petitioner/client, as is the norm. As Advocates are self employed, any such bias by any court of this nature would be seriously frowned upon.
  3.  The Smithsonian does not register ‘Scottish Clans’ nor in fact heraldry/arms through a bogus ‘Lord Armiger” as has been suggested in the past. Therefore, the Office of the Lyon Court, nor any legal advisor worth their salt would not have suggested this was the case. 

 In confirmation of (3.) above please note the following email from the            Smithsonian (info@si.edu). Again easily checked.

On Mon.jpg

As can be clearly seen above it states in the last paragraph: ‘The National Museum of the American Indian has information about (but does not register) Native American Clans. None of our museums maintains a register of Scots Clans“. 

4. Because all related Heraldic Authorities have Letters Patents allowing them to grant arms on behalf of the British Monarch, each authority is separate and distinct. There is no hierarchical system in the process, e.g. one is not superior nor controls the other. However, the heralds of Canada, Scotland and England communicate and respect each other’s jurisdiction. For instance, a person of valid Scottish descent living in England or Canada who wished to have arms, would be referred to the Lord Lyon or alternatively, any arms issued in Canada would take into account the Current ‘chiefly’ arms of that name. This has always been the case and has been the case with regards some Carruthers arms in the past e.g Major John P Carruthers-Wade who resided in England at the time..

Simplistically; the Lord Lyon works independently from and occasionally with, but not under the College of Arms. Again, easy to check.

LLC Statement: 

 “Our next step was to become a Limited Liability Corporation in the US, which any clan in the US can also do (1&2). You can actually choose to form an LLC in any state, regardless of where you are based. Each state has different laws, so your best state to form an LLC may or may not be your home state. Some states offer financial and other advantages for LLC formation that can prove to be beneficial. Keep in mind that your officers must pass background checks, as with any legitimate business organization (3). You must:

Choose a Name for Your LLC. …
Appoint a Registered Agent. …
File Articles of Organization. …
Prepare an Operating Agreement. …
Comply With Other Tax and Regulatory Requirements. …
File Annual Renewals. …

After you do all of that, you are now a probationary company.
This information is all filed through the office of the Secretary of State in your chosen state and audited and reviewed annually”.

Comment and response:

  1. It is true that any group or individual may set up an LLC. 
  2. However there is only one Clan Carruthers, with only one confirmed Chief, who recognises only one Society to represent it: Clan Carruthers Society International. It is therefore wrong that there is a suggestion they (LLC) represent us as a whole, either in the USA, Canada or worldwide.
  3. As previously stated there are limitation to function as an LLC outside the state in which they are registered unless they register in each individual state in which they wish to trade, our understanding is this has not happened. The registration of this particular LLC, unlike the CCS-USA, is registered to an individual and not a Board. 

LLC Statement: 

“This process had to be complete in order for out Coat of Arms to be recognized and used by every member of our Clan (1).  Many Clans are using Coat of Arms illegally, because their COA were presented to one person, and for personal use”.(2)

Comment and response:

  1. The ‘Coat of Arms’ used by Ancient and Honorable Carruthers Clan Society LLC, who posted this information, as has been shown many times, is simply a photoshopped bastardization of other arms. They are not theirs to use. These are a) the copyrighted arms of the Carruthers Chief, b) the copyrighted arms of British Monarch and the c) copyrighted arms of the City of London. The LLC badge is therefore not registered as a coat of arms anywhere and no authentic nor respectable heraldic authority would accept them as such. For this reason they have been deemed illegal for use in Canada, as well as elsewhere.  They have we believe been advised of the same.
  2. They are correct in saying that all arms belong to an individual not a family. Yet they go on to abuse those arms being fully aware that the main part of the arms is the shield and for a clan, the motto and crest. These are parts of the visual signature of the Chief, and are registered to him. The shield is not open to use without permission, simply because one chooses to, and the crest and motto defines fealty to the Chief, in our case; Dr S Peter Carruthers of Holmains.

LLC Statement: 

“In order for us to have our clan gathering in London , Ontario we had to be registered. You cannot do business in Canada as an LLC without first registering with the Canadian Business authority. Major penalties and fines could follow unless proper registration is obtained”.(1)

Comment and response:

  1. There is not and has never been a Canadian business registered by the LLC, either during the time of the said gathering or after. This covers both Provincial and Federal business registers. We are further advised that the Canadian address they were initially using was the hotel in London, Ontario in which the gathering was held. The said hotel has since advised them to cease and desist, in the strongest possible terms. The current Canadian address that is being used we have on good authority, does not exist. Again, the business is easily checked by asking for the name of the company, the date of registration, and by whom. These are all a matter of public record and as stated above, unless there was the potential to make over $50,000 profit from those attending the gathering, there would have been no real need to register as a business to hold a family get together, especially based on the numbers attending.

LLC Statement: 

“When doing business in Canada, the first step is to verify the company’s ability to use its name in the chosen province and file the appropriate registration documents. This process is similar to, but not the same as, registering a company to do business in another U.S. state. Additionally, as is true of the states in the U.S., each province has its own quirks and requirements to register and maintain a company doing business there:(1)

“ Rules Governing Corporate or Business Entity ”

https://www.cogencyglobal.com/…/registering-u-s-limited-lia…”

Comment and response:

  1. Again, and if we think about it, one does not have to be a business to book rooms, order catering, hire pipers, or have speakers attend a function. Like anywhere else, all you need is a valid credit card to pay the bill and proof of identity. Again, no need to register as a business unless they were hoping to make a large profit out of the event.

LLC Statement: 

 In conclusion, please do not confuse the laws of clans in Scotland with those of the US.(1,2,3,4) If you have doubts we can provide you with the name and email address of our legal advisor who is an International Attorney and a native Scot, who is also the attorney for many other Clans.(5&6)

He has investigated this matter for over a year now and has stated that we as an LLC have done everything correctly, to the letter of the law (5&6) .

Please feel free to contact us if you have questions”

Comment and response:

  1. As a ‘Scottish’ Clan, and that is what we are talking about here, the laws governing them are accepted worldwide by all who celebrate the culture, history and heritage that being a Scot, or of Scottish descent gives. The rules and laws governing ‘Scottish’ Clans are therefore ‘Scottish’ for that very reason. This can be clearly seen by the acknowledgement of the Lord Lyon’s decisions with regards his confirmation (rather than choosing) of a Chief or accepting a Commander and the approval and recognition of the same worldwide.
  2. As an aside the Lord Lyon definitely does not and cannot choose/pick a Clan Chief, but no one ever said he could. Therefore, cherry picking and quoting snippets from large trial transcripts in order to fit an agenda, again does not imply the same even when taken out of context.
  3. However, based primarily on the in depth analysis of any genealogical evidence and documentation presented in a petition, the Lyon has the legal authority to confirm the right of an individual to bear the Chiefly Arms of that Scottish Clan, House or Family. This in turn leads to the legal granting of supporters only if the clan is deemed large enough. Progressively after the confirmation and issuance of the Arms and any additaments, an invite to join the Standing Council of Scottish Chiefs is issued. The confirmation of a Chief also legitimises the status of the Clan itself as a ‘Noble Incorporation’ in Scottish law.  Thus rather than remaining armigerous, the clan in our case Carruthers, attains official recognition as a Scottish Border clan and family in its own right.
  4. Although commented on before, it is of course acceptable for a clan to elect a Commander, which is totally different from a Chief. After a period of time e.g. 10 years or so, if no serious challenge is made, the Commander would progressively be confirmed Hereditary Chief by the Lord Lyon.  It is important to note that any election for a Commander has strict protocols to follow, otherwise any charlatan or fraudster could call himself or herself one. It is these protocols for a Commander and the robustness of the analytical process for confirmation of a Chief that gives the Lyon’s decision international legitimacy in his authority over such matters. However, all gatherings where an election are to take place, according to those same protocols, would occur in Scotland. It is after all a Scottish clan, and the gathering would be legitimised only under supervision by an Officer of the Lyon Court.  However, as in the case of Carruthers, an election of a Commander cannot and would not take place while members of the Chiefly line exist. At the least, although the Lyon Court was not necessarily aware of  the ‘Holmains’ line who became Chief, they were always aware of Carruthers of Dormont, as he remains on part of the lands of our ancestors.  

Going back to the suggestion by the LLC of the Office of the Lord Lyon ‘assigning an advocate’. Accepting all of the above: NO advocate was ever assigned to the LLC by the office of the Lord Lyon and therefore neither the gathering in London Ontario, the election that took place and consequently the Chief or Chieftains picked, hold any recognisable status in the Clan, either in Scotland, nor internationally. However, their club has every right to exist, and for us that is not the problem. What  they do not have the right to claim is;

  • That they represent the Scottish Border Clan and Family of Carruthers.
  • Any chief/chieftain they chose has any credibility or recognition as such nationally or internationally within Clan Carruthers or any other respectable Scottish Clan or groups. 
  • The right to misuse the Chiefs arms and crest, that of the British Monarch and the City of London by photoshopping them together.
  • That they can trade internationally on one LLC licence.
  • Offer false claims regarding our history, culture and genealogy.
  • Offer false claims on Scottish Law.
  • Offer false claims regarding the Smithsonian.
  • Offer false claims regarding the role of the Lord Lyon.
  • Offer false claims regarding the role of the College of Arms in England, and their links with it.
  • In a nutshell and quite simply their false claims and bizarre actions, which we will continually challenge.

Sadly even though they (LLC) were fully aware of the hard work and effort we had been putting in to have a chief confirmed with the Lord Lyon, it seems ego, agenda or commercial reasons may have prevailed to try and benefit the few rather than the clan as a whole.

Happily after 12 years or more, although not helped in the least by the LLC who continually worked in the background against us, Carruthers does have a Chief and very importantly; one whose Carruthers ancestry can be proven and traced back to beyond 1320, and as a Clan and a Clan Society we are very proud of that.

Legal Advice: A Paralegal or an International Lawyer or both?

5. With regards the legal advice being offered by a ‘Mark Armstrong’, a practicing Paralegal who allegedly resides in Cary, North Carolina and holds a Masters in Law (LLM) from Glasgow University, based on the comments made “by him” through his wife Marlyn, we failed to be convinced of his legitimacy in practice, nor in fact his existence. It has further been claimed that this individual was offering legal and financial advice to clients (other clans) on the laws of Scotland, France and the United States based on his ‘International Lawyer’ status. We know this ‘to be true’ as his wife ‘Marlyn’ has stated it in print for all to see. As an aside, a masters degree in law in Scotland (LLM), is simply a qualification anyone can attain, but it does not give the recipient the right to practice law in Scotland nor on its own, run a client base as a lawyer in the US, unless in both cases they are registered to do so.

6. According to The North Carolina State Bar there is no Mark Armstrong listed from Cary, North Carolina, nor in fact licenced to practice law as either a lawyer or as a paralegal. It also seems that a Paralegal cannot practice without the supervision of a lawyer. This is according to the Paralegal Bar’s own guidelines. Again easily verifiable.

https://www.nccertifiedparalegal.gov/guidelines/guidelines-on-the-use-of-paralegals/

Coincidentally, it also seems that the individual who registered the ‘Ancient and Honorable Carruthers Clan Society Int LLC’ in their own name, lives in Elk River MN, and is from Cary IL. It also seems ironic that what now seems to be the fictitious Mark Armstrong, was allegedly a resident of Cary, North Carolina, the same state in which the Clan Carruthers Society-USA is registered as a 501(c)(3) organization.

Again, it is up to the Clan or Family member who they support, if at all, but it is our job to offer facts when false claims are being made in the name of Carruthers. We do this simply to educate in order that people are informed in their choices. After then, it is up to you all.


iu-22The Clan Carruthers Society International (CCSI) was founded in January 2017 and is officially recognised by the Chief of Carruthers as representing the worldwide Carruthers family. It is non-commercial, apolitical and non-partisan and is open to any member of the international Carruthers family and derivatives of that name. The Society is based in the United Kingdom, but is represented by an international Executive Council.

 

 

4 thoughts on “Clan Carruthers: Legal Set up of a Clan Society and a Response to LLC claims.”

  1. Thank you for this and addressing many of the issues. I believe that
    we as the legal Clan Carruthers have a duty to address these issues, and to ensure that all Carruthers et al have access to factual matters. Again thank you for this.

      1. It should have said, Original Founder’ of which there are only 7, founding member is not the same. You have always been there with Dana, Graham etc

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