Amended February 7, 2006
BY-LAWS OF THE
FINNISH AND AMERICAN WOMEN’S NETWORK, INC.
(a New York Not-for-Profit Corporation)
ARTICLE I. Name and Purpose
The name of the corporation is the Finnish and American Women’s Network, Inc. (hereinafter called FAWN), organized under the laws of the State of New York.
The purposes for which FAWN is formed are as follows:
- To provide educational opportunities for the public and for members;
- To foster cultural exchange among the American, Finnish and other related communities;
- To promote personal and career development for the public and for members;
- To provide opportunities for professional networking to the public and to members;
- To maintain a database of useful contacts and information related to the purposes of FAWN;
- To support and maintain relationships with other related organizations; and
- To conduct any and all lawful activities which may be useful to accomplish the foregoing purposes.
FAWN shall not, directly or indirectly, engage in or include among its purposes any of the activities mentioned in subparagraphs (b) to (v) of Section 404 of the Not-for-Profit-Corporation Law.
FAWN is not formed for and shall not be conducted nor operated for pecuniary profit or financial gain, and no part of its assets, income or profit shall be distributed to or inure to the benefit of any private individual or individuals, provided that nothing herein shall prevent FAWN from paying reasonable compensation to any person for services rendered to or for FAWN in furtherance of one or more of its purposes.
No substantial part of the activities of FAWN shall be devoted to the carrying on of propaganda or otherwise attempting to influence legislation, except to the extent, and no part of the activities of FAWN shall be devoted to participating or intervening in (including the publication or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
ARTICLE II. Location
The principal office shall be located in New York City, New York County, State of New York. Branch offices may be established by action of the Board of Directors as appropriate to further the purposes of FAWN.
ARTICLE III. Membership and Dues
The membership of FAWN shall be open to everyone who is interested in the objectives and purposes of the organization regardless of gender or national origin.
There shall be three (4) different membership levels:
- Corporate Membership
- Gold Card
- Silver Card
- Honorary Members
The dues, benefits and terms of membership shall be set by the Board of Directors for each year.
The membership shall terminate at the end of the term as established by the Board of Directors. A terminated or suspended member for good cause, as determined by a vote of two thirds (2/3) of the Board of Directors, may be reinstated by action of the simple majority vote of the Board of Directors.
Corporate, Gold and Silver Card members are entitled to vote in the election of the Board of Directors and in any other matter for the general FAWN membership to vote upon. Members shall approve any changes to the bylaws accepted by the Board of Directors.
Section 6. Honorary Members
From time to time, the Board of Directors may take action to confer honorary membership upon an individual in recognition of that individual’s substantial contribution to the mission and purposes of FAWN according to terms and conditions to be determined by the Board. Honorary members shall have no right to vote.
ARTICLE IV. Meeting of Members
The Annual Meeting of the members of FAWN shall be held in January in each year at such place, date and hour as the Board of Directors shall designate. At least ten (10) days prior notice by mail or e-mail shall be given to the members.
The Board of Directors may call a special meeting to consider a specific subject. Notice for any special meeting shall be given in the same manner as for the annual meeting. No business other than that specified in the notice of meeting shall be transacted at any such special meeting.
The Board of Directors shall call a no fewer than four (4) general meetings of the FAWN membership per calendar year. Notice for any general meeting of the members shall be given in the same manner as for the annual meeting.
Section 4. Twenty percent (20%) of voting members in good standing present in person shall constitute a quorum for the transaction of business at the Annual Meeting, or at any regular or special meeting of FAWN members.
ARTICLE V. Board of Directors
Section 1. Number
The business and charitable affairs of FAWN shall be managed by the Board of Directors composed of not fewer than five (5) or more than eleven (11) persons, who shall be members of FAWN in good standing.
Section 2. Election
Directors shall be elected at the annual meeting of the members from the list of candidates presented by the Nominating Committee. Directors shall be elected by simple majority vote of the voting membership present at an annual or general meeting where a quorum (20% of the voting members in good standing) of the membership is present. Each Director shall hold office or the term of two (2) years for which (s)he is elected and until her successor is elected and qualified, provided that only half of the Board of Directors shall complete their term of Office at the end of any year.
Section 3. Nominating Committee
The Board of Directors shall constitute the Nominating Committee for the purposes of proposing the candidates for Director to be elected at the annual meeting of the members.
Section 4. Replacement Due to Resignation, Removal, or Death
Should a director resign, be removed for cause or die, two thirds (2/3) of the Board of Directors shall elect a new director to serve for the duration of the rest of the term.
Section 5. Removal for Good Cause
A director may be removed from office for good cause by a vote of two thirds (2/3) of the directors present at a duly called meeting.
Section 6. No Compensation Permitted; Reimbursement of Expenses
No compensation shall be paid to any member of the Board of Directors for services as a member of the board, except that upon authorization of the Chair, the Vice-Chair, or the Treasurer, of the board, a Director may be reimbursed for expenses incurred on behalf of FAWN in an amount not exceeding five hundred U.S. dollars ($500.00). Any reimbursement for expenses incurred on behalf of FAWN in excess of five hundred U.S. dollars ($500.00) must be approved by action of two-thirds (2/3) majority of the Board.
Section 7. Advisory Board
The Board of Directors shall have right to elect members to an Advisory Board to function as liaisons for related communities and to provide advice to the Board of Directors. Any member of the Advisory Board shall have right to attend any meeting of the Board of Directors of FAWN.
Section 8. Resignation
In order to be released from the duties of Director, a Director must provide notice of his/her resignation in writing to the Board of Directors. Such written notice of resignation shall take effect ten (10) days upon receipt by the Secretary or the Chair, whichever is later.
Article VI. Meetings of the Board of Directors
Section 1. Frequency and Location
The Board of Directors shall meet at least quarterly and may hold its meetings at such times and places as a majority of the Directors then in office shall determine. The Board may delegate this determination to the Chair.
Section 2. Notice and Convening of Meetings
Notice of Meetings of the Board of Directors shall contain the date, time and place of the meeting, and may be made by mail, fax, telephone, or e-mail. Notice for any meeting of the Board shall be given at least seven (7) days in advance for regular or special meetings and three (3) days in advance for an emergency meeting.
The designation ”emergency” meeting must be ratified by a simple majority of the Directors then in office present at the meeting or in writing within ten (10) days after the meeting. Special or emergency meetings of the Board of Directors may be called at any time upon request of the Chair, the Vice-Chair acting in substitution for the Chair, the executive director (if any), or any two Directors, provided that any such request shall meet the notice requirements listed above and shall specify the purpose of the meeting.
At any and all meetings of the Board of Directors, a simple majority of the Directors then in office shall be necessary and sufficient to constitute a quorum for the transaction of business.
Section 4. Majority Vote of Directors
Except where otherwise required by law, the affirmative vote of two thirds (2/3) of the quorum at a duly held meeting shall be sufficient for any action to be taken by the Board of Directors, with the exception that any decision to authorize any charitable contribution in an amount exceeding one thousand U.S. dollars ($1,000.00) shall require the vote of 90% (9/10) of all the Directors then in office.
Section 5. Attendance at Board Meetings via Telephone or Video Conference
Any one or more members of the Board may participate in any duly convened Meeting of the Board of Directors via telephone or video conference. Any action taken by the Directors at such meeting shall have full force and effect as if the Director(s) participating via telephone or video conference had attended the meeting in person.
Section 6. Order of Business at Board Meetings
The order of business at any meeting of the Board shall be as follows:
- Convening Meeting
- Reading of the minutes of previous meeting
- Officers’ Reports
- Committee Reports
- Old Business
- New Business
Section 7. Action Taken without a Meeting: Unanimous Written Consents
Any action required or permitted by law, by the certificate of incorporation, or by these bylaws to be taken by the Board of Directors or a Committee of the Board may be taken without a meeting if all Members of the Board or the Committee consent in writing to the adoption of a resolution authorizing the action.
Section 8. Attendance at Board Meetings by Directors
Board members are expected to attend at least seventy-five percent (75%) of duly convened Board meetings per year. Unexcused failure to attend the expected number of meetings of the Board shall constitute good cause for removal of a Director.
Article VII. Officers
Section 1. Chairperson (hereinafter “Chair”)
The Chair provides leadership for FAWN. (S)he shall be selected from the membership of the Board of Directors by a vote of two thirds (2/3) of the Directors. (S)he shall preside over all meetings of the Board and of the Members. (S)he shall have general and active management of the business of FAWN and shall see that all orders and resolutions of the Board are carried into effect. The Chair shall have powers and duties of supervision and management of all committees. In the temporary absence of any Officer, the Chair shall have the right to appoint a member of FAWN to such a position.
Section 2. Vice Chair
One or more Vice Chairpersons shall be chosen from the membership of the Board of Directors. The Vice Chair shall perform the duties and exercise the powers of the Chair during the absence or disability of the Chair, and Vice Chair shall perform the duties as may be delegated by the Chair.
Section 3. Secretary and Assistant Secretary
The Secretary shall attend, or shall arrange for a substitute to attend and to perform the duties of the Secretary, all meetings of the FAWN Members and the Board of Directors and shall preserve in the books of FAWN true minutes of the proceedings of all such meetings. The Secretary shall have custody of the seal of FAWN and shall have authority to affix the same to all instruments where its use is required. The Secretary shall give all notices required by statute, bylaws or resolution.
The Board may elect one or more Assistant Secretaries to assist the Secretary in the performance of the duties of the Office of Secretary.
The Treasurer shall be chosen from the membership of the Board of Directors. The Treasurer shall have custody of FAWN funds and securities and shall keep in books belonging to FAWN full and accurate accounts of all receipts and disbursements; shall deposit all monies, securities and other valuable effects in the name of FAWN in such depositories as may be designated for that purpose by the Board of Directors. The Treasurer shall disburse the funds of FAWN as may directed by the Board, taking proper vouchers for such disbursements, and shall render to the Chair and to the Board of Directors at the regular meetings of the Board, and whenever requested by the Directors, an account of all the transactions and the financial conditions of FAWN.
Section 5. Other Officers
The Board of Directors may elect other officers for a specific task or project to further the purposes of FAWN, as determined by the members of the Board of Directors.
Section 6. Non Board Support
The Board of Directors may also elect additional Officers for perform tasks that are necessary for the management of FAWN. These officers need not be members of the Board.
Section 7. Terms of Officers
Officers shall serve for two years or for the duration of the task or project for which the Officer was elected.
Article VIII. Committees
The Board of Directors may establish one or more committees having the authority of the Board in the management of FAWN to the extent determined by the Board. Committee members may be members of the Board or other interested persons.
Article IX. Fiscal Year
The fiscal year shall begin the first day of January of each calendar year.
Article X. Bylaws and Amendments to the Bylaws
The Bylaws shall be approved initially by the vote of a 2/3 majority of the Membership of FAWN at the Annual Meeting, at a General Meeting of the Members, or a Special Meeting of the FAWN members called for that purpose, where a quorum of twenty percent (20%) of the Fawn members in good standing is present.
All proposed amendments to these bylaws shall be made in writing and presented to the Board of Directors. The Board of Directors shall conduct a vote to accept or reject any and all amendments proposed to the Board in accordance with the procedures provided for in these bylaws. If the Board accepts the amendment, the accepted proposed amendment shall be presented for a vote to a meeting of the members of FAWN where a quorum is present. Two thirds of the quorum shall be necessary to carry an amendment to the bylaws.
Article XI. Indemnification of Officers and Directors
The corporation shall indemnify each Officer and each Director of any and all liability incurred in such capacity, except for any liability due to the gross negligence or willful misconduct of such Officer or Director. The corporation shall further indemnify each Officer and each Director to the full extent permitted by statutory or other applicable law.
Article XII. Finances of FAWN
The Corporation shall maintain bank account(s) for the transaction of its ordinary and usual business as determined by the Treasurer. The authorized signatories to such accounts shall include the Treasurer, Chair and Vice Chair(s).
Article XIII. Insurance
The Corporation, acting through the Board or a committee of the Board, may undertake to purchase insurance for events, or to indemnify its officers and directors.
Article XIV. Distribution of Assets upon Dissolution
In the event that FAWN is dissolved, all the assets and property of FAWN remaining after the proper payment of expenses and satisfaction of all liabilities shall be distributed, in accordance with Section 1102 of the Not-for-Profit Corporation Law, as it may be amended, to further all the not-for-profit purposes of FAWN.