The By-Laws

BY LAWS
OF
THE AMERICAN SCANDINAVIAN SOCIETY OF NEW YORK, INC.

(A Not for Profit Membership Organization)

ARTICLE I
NAME

This corporation shall be known as the American Scandinavian Society of New York, Inc.

ARTICLE II
PURPOSE

The purpose of the Society shall be to promote and strengthen the cultural, educational and intellectual relations between the United States and Denmark, Finland, Iceland, Norway and Sweden.

ARTICLE III
ACTIVITIES

The Society shall pursue and promote its purposes through activities consistent therewith, such as sponsoring promoting and conducting meetings receptions, concerts, lectures, plays and other programs, and by cooperating with and supporting other organizations which further the same or similar goals.

ARTICLE IV
MEMBERS AND DUES

A person desiring to support and participate in the work of the Society may, upon payment of the annual dues, become a Member of the Society, in such membership category as may be determined from time to time by the Board of Directors. The Board of Directors shall also fix the appropriate dues structure for each category of membership and revise it from time to time as the occasion warrants. The Board of Directors will determine the appropriate qualifications for Corporate Members of the Society.

There shall be the following voting membership categories with the voting rights indicated:

ARTICLE V
HONORARY MEMBERS

In exceptional cases, the Board of Directors may confer Honorary or other special Membership upon individuals who have demonstrated their support for the goals and aims of the Society.

ARTICLE VI
ANNUAL MEMBERSHIP MEETING

1. Purpose
The annual membership meeting of the Society shall be held during the month of May each year for the election of Directors, the readings of the Treasurer’s report on the preceding fiscal year the submission of balance sheets as of the end of the previous month, the rendering of reports by Commit-tee Chairmen and for the transaction of such other business as may properly be brought before the membership.

2. Notice
Notice of the date, time and place of the annual meeting shall be given by mailing a copy thereof to each member not less than thirty, nor more the sixty days before the meeting. Such notice will include an appropriate absentee ballot.

3. Quorum
A quorum of at least thirty (30) voting Members present shall be required for the transaction of business.

4. Voting
Voting shall be done by voting Members present or by absentee ballot. A simple majority of the votes representing the Members attending in person and by absentee ballot shall be required to pass any matter submitted.

ARTICLE VII
SPECIAL MEMBERSHIP MEETINGS

Special meetings of the Society may be called by the Board of Directors or thirty (30) voting members upon the same notice required in Article VI, Subsection 2. Under extraordinary circum-stances, notice of the meeting can be reduced to two weeks. A quorum of at least thirty (30) voting Members present shall be required for the transaction of business.

ARTICLE VIII
ASSETS AFTER DISSOLUTION

In the event of the dissolution of the Society, all of its remaining assets and property shall be distributed to another organization exempt under Section 501 (c) (3) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal tax laws or to the Federal Government or local government for a public purpose.

ARTICLE IX
DISSOLUTION

The Society can be dissolved only by its voting Members in accordance with the procedure set forth in Article XV below.

ARTICLE X
BOARD OF DIRECTORS

1. Number of Directors
The Board of Directors shall consist of fifteen Members. Ten of the Directors shall be elected at the annual membership meeting of the Society. The Elected Directors shall be President, Executive Vice President, Recording Secretary, Corresponding Secretary, and six Vice Presidents of representative national origins. The remaining five Directors, who shall be appointed by the Board, at the first meeting of the Board immediately after the annual membership meeting shall be the Treasurer, and the Chairman of the Arts Committee, Program Committee, Membership Committee and the Fundraising Committee.

2. Quorum
Six of the Directors constitute a quorum for the transaction of business at meetings of the Board of Directors.

3. Terms of Directors
The Elected Directors shall assume their respective offices immediately upon being elected at the annual membership meeting. Each director shall serve for a term of two years and may be reelected to a second term for one additional consecutive year.

An Elected Director, after a period of one year following the expiration of his or her term, may again stand for election to the Board. Provided the foregoing condition is met, no person shall be ineligible for appointment to the Board because of any previous service on the Board.

4. Vacancies on the Board
In the event of the inability of the President or any other Elected Director to continue to perform his or her duties, the Board shall appoint a successor to serve the remainder of the term. For the purposes of Subsection 3 of this Article, such succeeding Director shall be considered to have been elected to a full term.

5. President
The President shall preside at all membership meetings and meetings of the Board of Directors and shall have general supervision of the affairs of the Society. The Executive Vice President shall assume the President’s duties in his or her absence.

6. Treasurer
The funds and the property of the Society are to be held by the Treasurer and managed and controlled by the Board of Directors. The Treasurer shall keep or cause to be kept full and accurate accounts of receipts and disbursements and shall deposit all monies and other valuable effects of the Society in such banks or depositories as the Board may designate. The Treasurer is limited to spending only those allocated by the Board. Checks drawn on the funds of the Society in excess of $1,000.00 shall require the signatures of both the President, or in his absence, the Executive Vice President, and the Treasurer. Any disbursement over $2,500.00 shall require the approval of the Board of Directors. The Treasurer shall, upon the written request of any member, provide such member with a copy of the previous year’s annual statement.

ARTICLE XI
NOMINATION AND ELECTION OF DIRECTORS

1. Nominating Committee
The President shall appoint the Chairman of the Nominating Committee for the succeeding election, within thirty (30) days after the Annual Membership meeting. The Chairman shall then appoint two additional Members to his Committee, at least one of whom must be a past or present Director. Only one member of the Nominating Committee may have been a member of the Committee the previous year. The Nominating Committee shall report to the Board no later than two months before the annual membership meeting. Neither the President nor the Board shall have the power to negate a nomination by the Committee. The Committee may not nominate any of its own members. The individual nominated by the Committee to be President must be either a past or present Director or have been a member of the Society for at least three years. The Board shall provide the membership with the slate of nominees along with the text of Subsections 2 and 3 of this Article at least forty five days before the annual membership meeting.

2. Submission of an Alternate Slate of Nominees
A slate of nominees other than that proposed by the Nominating Committee, must be submitted in writing signed by at least twenty (20) voting members to the Board of Directors no later than one month before the annual membership meeting, in order to be considered at the next annual membership meeting. It shall be the duty of the Board of Directors to provide each of the Members with the alternate slate of nominees no later than three weeks before the annual membership meeting.

3. Elections
The Elected Directors shall be elected at the annual membership meeting. Such Members which are not present at the meeting can vote by an appropriate absentee ballot which shall be provided the membership no later than three weeks before the annual membership meeting. The slate receiving the most votes representing the Members present and those voting by absentee ballot shall be elected. Write in candidates will not be considered, and nominations from the floor will not be permitted at the annual membership meeting.

ARTICLE XII
FINANCE COMMITTEE

A Finance Committee shall be created consisting of three (3) Members of the Society. The Treasurer shall be the Chairman of the Finance Committee. Two Members of the Finance Committee shall be appointed by the Board of Directors. The Finance Committee shall prepare and deliver an annual budget forecast to the Board and render a report to the Members at the annual membership meeting.

ARTICLE XIII
STANDING COMMITTEES

In addition to the Finance Committee, there shall be four Standing Committees: the Arts Committee, the Program Committee, the Membership Committee and the Fundraising Committee. The chairperson of each of the foregoing Committees shall be appointed by the Board of Directors. The chairperson shall determine the composition and organization of his or her respective Committee.

ARTICLE XIV
OTHER COMMITTEES

The President shall appoint each Committee Chairperson except the Chairpersons of the five Standing Committees. Each Chairperson shall determine the composition and organization of his or her respective Committee. Each Committee Chairperson shall answer directly to the President. The President shall be a member ex officio of each Committee except the Nominating Committee.

ARTICLE XV
AMENDMENT OF BY-LAWS

1. Submission of Proposed Amendments
These By-Laws may be amended at any special membership meeting or at the annual membership meeting. Each proposed amendment to these By Laws must be submitted in writing to the Board of Directors and signed by at least twenty (20) voting members, with a total of twenty (20) votes, no later than one month before the meeting in order to be considered.

2. Submission by Board of Directors
It shall be the duty of the Board of Directors to provide each of the Members no later than three (3) weeks before the membership meeting, with the written text of any proposed amendment a notice that the proposal will be voted upon at the membership meeting and an appropriate absentee ballot.

3. Voting
Voting shall be done by Members present at the membership meeting or by absentee ballot. A majority of two thirds of the votes representing the voting Members attending in person or by absentee ballot shall be required to pass any proposed amendment.