a California Public Benefit Corporation
ARTICLE I: NAME
The name of this corporation shall be:
AMERICAN SCANDINAVIAN FOUNDATION OF SANTA BARBARA
ARTICLE II: OFFICE
The principal office for the transaction of the business of this corporation is located in the State of California, County of Santa Barbara.
ARTICLE III: NONPARTISON ACTIVITIES
This corporation has been formed under the California Corporation Law for the purposes described in Article XIV and it shall be non-profit and nonpartisan. No substantial part of the activities of the corporation shall consist of publication or dissemination of materials with the purpose of attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign on behalf of candidate for public office or for or against any cause or measure being submitted to the people for a vote.
The corporation shall not, except in an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes described above.
ARTICLE IV: DEDICATION OF ASSETS
The properties and assets of this nonprofit corporation are irrevocably dedicated to fulfillment of the Objectives and Purposes of this corporation as set forth in Article XIV hereof. No part of the net earnings, properties, or assets of this corporation, on dissolution or otherwise, shall inure to the exclusive benefit of any private person or individual, or any member or director of this corporation except in fulfillment of said objectives and Purposes. On liquidation or dissolution, all properties and assets and obligations shall be distributed pursuant to the non-profit provision of the California Corporations Code then in effect.
ARTICLE V: MEMBERSHIP
SECTION 1. QUALIFICATIONS
Any person dedicated to the purposes of this corporation shall be eligible for membership upon acceptance of his or her application by the Board of Directors and payment of such dues as may from time-to-time be fixed by the Board of Directors.
SECTION 2. FEES, DUES, AND ASSESSMENTS
Each member in good standing must pay, within the time and on the conditions set by the Board of Directors, annual dues in the amounts which may be fixed from time to time by the Board of Directors.
SECTION 3. TERMINATION OF MEMBERSHIP
Causes of Termination. The membership of any regular membership shall terminate upon occurrence of any of the following events:
(a) Voluntary resignations.
(b) Failure to pay annual dues.
ARTICLE VI: MEETING OF MEMBERS
SECTION 1. PLACE OF MEETING
Meetings of this membership shall be held at any place within or outside of State of California as designated by the Board.
SECTION 2. ANNUAL MEETING
The annual meeting of members shall be held on the fourth Sunday of January unless the Board of Directors fixes another date and so notifies the members. General and Special meetings of members shall be held as ordered by the Board of Directors.
SECTION 3. SPECIAL MEETING
(a) Authorized persons who may call. A special meeting of the members may be called at any time by any of the following: The Board of Directors, the President, or ten or more members, (b) Calling meeting by members. If a special meeting is called by members other than the President, the request shall be submitted by such members in writing, specifying the general nature of the business proposed to be transacted, and shall be sent by mail to the President, Vice President, or the Secretary of the corporation. The officer receiving the request shall cause notice to be promptly given to the members, in accordance with the provision of Sections 4 and 5 of this Article VI, that a meeting will be held. The date for such shall be not less than 30 days following the receipt of the request
SECTION 4. QUORUM PERCENTAGE REQUIRED
Twenty-five percent of the members shall constitute a quorum for the transaction of business at a meeting of the members.
SECTION 5. ADJOURNED MEETING
Any members' meeting, annual or special, whether or not a quorum is present, may ¬be adjourned from time to time by the vote of the majority of the members represented. In the absence of a quorum, no other business may be transacted at that meeting,
SECTION 6. VOTING
(a) Eligibility to vote. All members in good standing are entitled to vote at any meeting of members.
(b) Manner of casting votes. Voting may be by voice or ballot, provided that any election of directions must be by ballot if demanded by any member before the voting begins.
SECTION 7. VOTING OF CLASSES
Each membership in good standing shall be entitled to cast one vote on all matters submitted to a vote of the members.
ARTICLE VII: ELECTION OF DIRECTORS
SECTION 1. NOMINATION AND SOLICITATION FOR VOTES
(a) Nominating committee. The President shall appoint a committee to select qualified candidates for election to the Board of Directors at least 30 days before the date of any election of directors. The nominating committee shall make its report at least 10 days before the date of the election, and the secretary shall forward to each member, with the notice of meeting required by Article VI, Section 4, a list of candidates nominated, by office.
(b] Nominations from the floor. If there is a meeting to elect Directors, any member present at the meeting may place names in nomination.
SECTION II. VOTES REQUIRED
Vote Required to Elect Directors
Candidates receiving the highest number of votes shall be elected as Directors.
ARTICLE VIII: DIRECTORS
SECTION 1. POWERS
(a) General corporate powers. Subject to the provisions of the California Nonprofit Corporation Law and any limitations in the articles of incorporation and these bylaws relating to action required to be approved by the members, the business and affairs of the corporation shall be managed, and all corporate powers shall be exercised, by or under, the direction of the Board of Directors.
(b) The Board of Directors may establish a Scholarship Fund and Scholarship Endowment Fund or any other related fund and has the sole discretion of its distribution, investments, and placements of such funds.
SECTION 2. NUMBER OF DIRECTORS
The authorized number of Directors shall be 12, including officers.
SECTION 3. QUALIFICATIONS
Any member in good standing and dedicated to the purposes of this corporation.
SECTION 4. ELECTION AND TERM OF OFFICE OF DIRECTORS
Directors shall be elected at each Annual Meeting for a two year term, half of which will be elected at each Annual Meeting. Each Director, including a Director elected to fill a vacancy or elected at a special member's meeting, shall hold office until expiration of the term for which elected and until a successor has been elected and qualified.
SECTION 5. VACANCIES
(a) Events causing vacancy. A vacancy or vacancies in the Board of Directors shall be deemed to exist on the occurrence of the following: (1) the death, resignation, or removal of any Director, (2) the declaration by resolution of the Board of Directors of a vacancy of the office of a Director who has been declared of unsound mind by an order of court or convicted of a felony or has been found by final order of judgment of any court to have breached legally imposed duty under the California Nonprofit Corporation Law, (3) the vote of the members to remove a Director by a vote of majority of the members.
(b) Resignations. Except as provided in this paragraph, any Director may resign, which resignation shall be effective on giving written notice to the President, or the Board of Directors, unless the notice specifies a later time for the resignation to become effective. If the resignation of a Director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective.
(c) No vacancy on reduction of number of Directors, No reduction of the authorized number of Directors shall have the effect of removing any Director before that Director's term of office expires.
SECTION 6. PLACE OF MEETINGS, MEETING BY TELEPHONE
Regular and Special meetings of the Board of Directors may be held at any place that has been designated by the Board.
SECTION 7. SPECIAL MEETINGS
(a) Authority to call. Special meetings of the Board of Directors for any purpose may be called at any time by the President, or Vice President, the Secretary, or any two directors.
(b) Written notice or by telephone of the time and place of special meeting shall be sent at lease four (4) days prior to the meeting.
(c) Notice contents. The notice shall state the time and place for the meeting, and purpose of meeting.
SECTION 8. QUORUM
A majority of the authorized number of Directors shall constitute of quorum for the transaction of business, except to adjourn as proved in Section 9 of this Article VIII. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, subject to the provisions of the California Nonprofit Corporation Law.
SECTION 9. ADJOURNMENT
A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.
SECTION 10. ACTION WITHOUT MEETING
Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the board, individually or collectively, consent in writing to that action. Such action by written consent shall have the same force and effect as an unanimous vote of the Board of Directions. Such written consent or consents shall be filed with the minutes of the proceedings of the board.
SECTION 11. FEES, AND COMPENSATION OF DIRECTORS
Directors and members of committees may not receive compensation for their services. Reimbursement of expenses may be approved by the board if just and reasonable.
ARTICLE IX: COMMITTEES
SECTION 1. COMMITTEES OF DIRECTORS
The President may designate one or more committees each consisting of one or more Directors and or members to serve at the pleasure of the board.
SECTION 2. MINUTES
Minutes shall be kept of each meeting as requested by the Board of any committee and shall be filed with the Secretary.
ARTICLE X: OFFICERS
SECTION 1. OFFICERS
The officers of the corporation shall be a President, Vice President, Secretary and Treasurer (Chief Financial Officer).
SECTION 2. ELECTION OF OFFICERS
The officers of the corporation shall be elected at the annual meeting for one year term.
SECTION 3. REMOVAL OF OFFICERS
Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, with or without cause, by the Board of Directors, at any regular at special meeting of the Board, or except in case of an officer chosen by Board of Directors, by an officer on whom such power of removal may be conferred by the Board of Directors.
SECTION 4. RESIGNATION OF OFFICERS
Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make if effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.
SECTION 5. RESPONSIBILITIES OF OFFICERS
(a) President. The president shall generally supervise, direct and control the business and the officers of the corporation. He shall preside at all meetings of the members.
(b) Vice President. In the absence or disability of the President, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restriction upon the President. The Vice President shall have such other powers and perform such other duties as from time-to-time may be prescribed for him respectively by the Board of Directors or the President.
(c) Secretary. The Secretary shall attend to the following.
(i) Book of minutes. The Secretary shall keep a book of minutes of all meeting and actions of Directors, committees of Directors, and members, with the time and place of holding, whether regular or special, the names of those present at such meetings, the number of members present.
(ii) Membership records. The Secretary, or other appointed member of Board to keep a record of the corporate members, showing the names of all members, and their addresses.
(d) Treasurer (Chief Financial Officer) The Treasurer shall attend to the following:
(i) Books of account. The Treasurer shall keep and maintain adequate and correct books and records of accounts of the business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements. The books of account shall be open to inspection by any Director at all reasonable times.
(ii) Deposit and disbursement of money and valuables. The Treasurer shall deposit all money and other valuables in the name and to the credit of the corporation with such depositories as maybe designated by the Board of Directors; shall disburse the funds of the corporation as may be ordered by the Board of Directors; shall render to the President and the Directors whenever they request it, an account of the condition of the corporation; and shall have other powers and perform such other duties as may be prescribed by the Board of Directors of the bylaws.
(iii) Audit. An audit of the books may be called at any time by President of the Board or when Treasurer leaves office.
ARTICLE XI: INDEMNIFICATION OF DIRECTORS AND OFFICERS
This corporation is authorized to the fullest extent permissible under California law, to indemnify its agents (as defined in Corp.Code #3l7 (Deering's), whether by bylaw, agreement, or otherwise for breach of duty to the Corporation and its shareholders in excess of that expressly permitted by Corp. Code #317 (Deering's), and to advance defense expenses to its agents in connection with such matters as those expenses arc incurred. If, after the effective date of this Article, the California law is amended in a manner that permits a corporation to limit the monetary of other liability of its directors or to authorize indemnification of, or advancement of those defense expenses, to. its directors or other persons, in any such case to a greater extent than is permitted oh the effective date of this Article, the references in this Article to "California law" shall to that extent be defined to refer to California law as so amended. Any repeal or modification of this Article shall not adversely affect any right of indemnification or limitation of liability of an agent of this corporation relating to actions or omissions prior to that repeal or modification.
ARTICLE XII: INSPECTION
SECTION 1. INSPECTION RIGHTS
Any member of the corporation may obtain from the Secretary of the corporation, on written request a list of names and addresses of members who are entitled to vote for the election of Directors. The request shall state the purpose for which the list is requested. This list shall be made available to any such member by the Secretary on or before the later of 30 days after the request is received.
SECTION 2. MAINTENANCE AND INSPECTION OF ARTICLES AND BYLAWS
The corporation shall retain the original or a copy of the articles and bylaws as amended to date. On written request of any member the Secretary shall furnish to that member a copy of articles and bylaws as amended to date, at the expense of the requester.
SECTION 3. INSPECTION BY DIRECTORS
Every Director shall have the absolute right at any time to inspect all books, records and documents of every kind and the physical properties of the corporation and the right of inspection includes the right to copy and make extracts of documents, at the expense of the requester.
ARTICLE XIII: AMENDMENTS
SECTION 1. AMENDMENT BY MEMBERS
New bylaws may by adopted or these bylaws maybe amended or repealed by approval of the members by simple majority.
SECTION 2. AMENDMENT BY DIRECTORS
Subject to the right of members under Section 1 of this Article bylaws other than a bylaw fixing or changing the authorized number of Directors may be adopted, amended, or repealed by Board of Directors, subject to the approval of the member in a simple majority of the members.
ARTICLE XIV: MISSION STATEMENT
The mission of ASFSB is to promote international understanding by preserving and sharing Scandinavian heritage and culture with our community.
CERTIFICATE OF SECRETARY
I, the undersigned, certify; that I am the presently elected and acting Secretary of AMERICAN SCANDINAVIAN FOUNDATION OF SANTA BARBARA, a California Public Benefit corporation, and the above bylaws are the bylaws of this corporation as adopted by and approved by membership at the Annual Meeting held on January 30, 2000, in the City of Santa Barbara, State of California.
January 30, 2000 /s/ Robin Leigh Anderson
Mission Statement amended at the Annual Meeting, January 25, 2009.