Current By-laws

LAKSELAGET

AMENDED BYLAWS

NAME
The name of this incorporated organization shall be LAKSELAGET.

PURPOSE

The purpose of this organization is for the mutual benefit of professional women interested in Norwegian business, government, language and culture, and to provide educational scholarships for Norwegian students to study in the United States and/or for American students to study in Norway. Also available are stipends for Norwegian or American professionals seeking intern experiences in their areas of expertise, either in Norway or the United States.

DUES

Annual dues are collected to defray the cost of administering the Organization’s programs. Any overage will be used for the stipends and scholarships. The dues will be set by the Board of Directors and reviewed as needed.

FISCAL YEAR

The Organization’s fiscal year shall be October 1 through September 30.

MEETINGS

General Membership Meetings

There are eight (8) General Meetings each year. They are held the first Saturday of the month, October through May. If the first Saturday of the month happens to fall on a holiday, then the General Meeting will occur on the second Saturday for that particular month. A written notice will be sent either electronically or through the U.S. Postal Service at least 10 days prior to each General Meeting.

Special Meetings

Special Meetings of the Board of Directors may be called by the President no less than five (5) days prior to the date of the meeting, specifying time, place and purpose. Notification shall be made in writing and sent either electronically or through the U.S. Postal Service.

Voting

At any meeting of the Board of Directors, each voting Director who is present shall be entitled to one (1) vote and, except as otherwise provided by law or these Bylaws, the act of a majority of the Directors present shall be the act of the Board of Directors.

MEMBERSHIP

Lakselaget is for professional women with an interest, background or expertise in Norway. Lakselaget shall have no more than 125 members, not including honorary and student members. Membership is by invitation only.

Charter Members

Women, who were sent letters of invitation to join, accepted, and remitted their dues by July 1, 2002, are considered Charter Members.

Regular Members

Members are women who joined after July 1, 2002.

Student Members

Student membership status is granted as long as the member remains a full-time student. As a student, she may qualify for the Adopt-a-Student program, if so desired. The Adopt-a-Student program allows a charter or regular member to pay for membership dues, lunches, and/or provide transportation to a meeting for a student one or more times.

Honorary Members

A standing invitation shall be extended to the Consul General of Norway or spouse, the Consul of Norway or spouse, and the Minister or spouse of the Norwegian Memorial Church (Mindekirken). Their memberships are only honorary for the duration of the appointee's term at the Consulate General or Mindekirken.

An honorary member does not pay the annual dues; however, she is expected to pay for her own lunch. She shall be entitled to all privileges of Lakselaget, except for voting or holding office. Honorary members are not required to attend General Meetings.

Future Members

Once a spot is open, a potential member will be asked to join. There will not be a waiting list, but women wishing to join may be asked to submit an application, which will be kept on file. New members will be chosen by keeping the demographic balance of the Organization in mind. Lakselaget should strive to keep at least one-third of its members Norwegian citizens or Norwegians who are naturalized American citizens. Students and young women will be given preference.

MEMBERSHIP OBLIGATIONS

Attendance

Although special circumstances may prevent members from attending General Meetings, numerous absences may show a lack of interest and their memberships may not be renewed. It is also acceptable to contact any board member concerning unusual situations.

Guests

Members are welcome to bring guests to the General Meetings.

Dues

Members shall pay their annual dues by October 31. Members who have not paid their dues after a 60-day grace period and have not communicated with the Membership Director regarding special circumstances, will forfeit their membership as of December 31 of the same year.

Member Resignation

A member may resign her membership in writing at any time. The resignation will be effective 30 days after the date posted on the correspondence, whether electronic or paper. She will not receive a refund for any portion of dues currently paid.

Membership Revocation

The Board of Directors, at its discretion, may revoke any membership. The member will be given a fair warning, in writing, either electronically or through the U.S. Postal Service. Membership will be revoked sixty (60) days after the fair warning is issued, if the reason for the warning is not corrected.

BOARD OF DIRECTORS

There shall be six positions on the Board of Directors. The persons filling the positions shall also serve as officers of Lakselaget. The Board shall meet at least three times each year.

DUTIES OF ALL DIRECTORS

Each Director is expected to:

  • attend all General and Special Meetings;
  • contribute to the Organization's development efforts;
  • participate in the planning and implementation of the Organization's programs;
  • select and elect committee chairs and members;
  • act as an ex-officio member on committees as required; and
  • serve in such capacity as may be prescribed in these Bylaws and/or the statutes of the State of Minnesota.

DUTIES OF THE INDIVIDUAL OFFICES

A. President

  1. Preside at all Board Meetings.
  2. Ensure that all business and resolutions of the Board are carried out.
  3. Sign all contracts and conveyances, or appoint another member of the Board of Directors to do so on her behalf.
  4. Appoint committees and the chairs and members, to the extent permitted by these Bylaws.
  5. Be an ex-officio member of all committees or delegate the responsibility to another board member.
  6. Make final decision over all procedural questions.
  7. Have general active management of the business of Lakselaget.
  8. Maintain records of and, when necessary, certify proceedings of the Board and members.
  9. Serve in such other capacities as may be prescribed in these Bylaws, and/or the statutes of the State of Minnesota.

B. Vice-President

  1. Perform the duties of the President if the President is absent or unable to perform the presidential duties.
  2. Assume the presidential office when it becomes vacant.
  3. Discharge such other duties and exercise such other powers as may be conferred upon her or delegated to her by the President or the Board.
  4. Recruit speakers for all the General Meetings.

C. Reservations Director

  1. Coordinate the needs of the Organization for its General Meetings with the facility’s management.
  2. Take responsibility for all aspects of the meeting, including receiving reservations, confirming the final luncheon count, ensuring payment to the facility, acting as liaison between facility staff and the Organization’s members, and other duties as may be required.
  3. Serve in such other capacities as may be prescribed in these Bylaws, and/or the statutes of the State of Minnesota.

D. Membership Director

  1. Maintain a current membership list.
  2. Mail cards on behalf of the membership for special events as deemed appropriate by the Directors.
  3. Update member information for inclusion on the Web.
  4. Mail membership renewal notices and collect the dues.
  5. Serve in such other capacities as may be prescribed in these Bylaws, and/or the statutes of the State of Minnesota.

E. Foundation Director

  1. Promote the Organization’s scholarships and stipends through educational institutions and other appropriate channels.
  2. Promote and organize an annual fundraiser.
  3. Supervise the selection of students for scholarships and professional women for stipends.
  4. Work with the Scholarship Committee and/or the Foundation.
  5. Supervise the investment of the funds and the disbursement thereof.
  6. Serve in such other capacities as may be prescribed in these Bylaws, and the statutes of the State of Minnesota.

F. Treasurer

  1. Keep accurate financial records.
  2. Take responsibility for financial transactions, including writing checks for bills, making deposits, and filing appropriate state and federal business and tax forms.
  3. Provide and annual financial report to membership.
  4. Serve in such other capacities as may be prescribed in these Bylaws, and/or the statutes of the State of Minnesota.

Telephone Meetings

Any meeting of the Board of Directors may be held through conference call or similar vehicles as long as proper notice has been given to all Directors.

Quorum

A quorum to conduct the business of the Directors shall be a simple majority of the positions currently filled.

TERMS OF OFFICE

The officers of the Organization shall be:

  1. President
  2. Vice-President
  3. Reservations Director
  4. Membership Director
  5. Foundation Director
  6. Treasurer

A Director is elected for a six-year term. The Directors, or officers, should generally serve in any one position for no more than two years; then she should move to another position, or resign from the Board. Each Director may hold up to three (3) different positions. After holding three positions on the Board, a Director must relinquish her board seat.

In order to avoid five new Directors after the first six years, the original board members shall depart as follows:

  1. The members who began as President and Vice-President shall leave after six (6) years.
  2. The members who began as Program Director, Membership Director, or Foundation Director shall leave the following term, specifically after 8 years.

After each two-year period, positions should change. The out-going President will fill positions on the Board by appointment. Unless the Vice-President/Treasurer declines to serve, she shall be appointed President. No new member to the Board may be President without serving in one other position first.

  • The remaining Directors may then request the position in which they next wish to serve, and the President may appoint them to their chosen positions if there is no disagreement
  • If a disagreement ensues, the out-going President shall decide who will serve in which position.

The Board must be appointed by May 1 in even numbered years and assume positions on October 1.

Once off the Board, no director may be re-appointed until four (4) years have passed.

Assuming office
Newly appointed officers shall assume their offices on the first day of October immediately following the previous spring election.

Voting
No proxy votes are ever allowed and all votes of the Directors may be cast in writing, whether delivered by the U.S. Postal Service or electronically.

Resignation or Removal of Directors
Any Director may resign by presenting a signed notice of resignation to one of the Board members. Resignation would take effect immediately. Any Board member may be removed from office, with or without cause, by the majority vote of other Directors during a Special Meeting called for that purpose. A Special Meeting for that purpose must be called by written notice to all officers at least 15 calendar days prior to the date of the Special Meeting.

Filling Board Vacancies
The President shall notify Board members of the positions to be filled and will invite each Director to submit in writing, either electronically or through the U.S. Postal Service, nominees to fill the vacancies. One Director shall verify that each person nominated for a position is willing to serve if elected. This is to be done no less than sixty (60) days prior to the election. There shall be no limit to the number of nominations that a Director or any other member may submit. All nominations must come from the current Lakselaget membership and be submitted through a Director, even if the person self-nominates. Nominations must include the nominee’s name, address, and a brief biographical paragraph. The deadline for receipt of submissions shall be forty (40) days prior to the election.

No less than thirty (30) days prior to the election, each Director, in writing, either electronically or through the U.S. Postal Service, shall receive a list of all willing nominees and their biographies. Directors shall vote by ranking nominees in order of their preference. The nominee most preferred would be indicated with a number “1,” the second with a “2,” and so on.

Directors may vote electronically or in writing in order for their votes to be counted. The incumbent Directors must submit completed ballots to conduct a valid election. The results will be determined by tallying the rankings for each nominee from all properly submitted ballots. The nominee whose total tally, is the lowest will be elected to the open Director position. If there is more than one open position, the second position shall be filled by the nominee with the next lowest tally, the third position by the nominee with the third lowest tally, and so forth. In the event of a tie vote for a position(s), a confidential, run-off ballot will be distributed by the President to those Directors at the meeting and every effort will be made to contact those who are not in attendance before another vote is taken. The results are only read when all balloting is complete and any tie(s) is broken.

Vacancies occurring during the term of a Director
Director vacancies, regardless of reason, shall be filled at the discretion of the Board by a majority vote of the Directors present during any General or Special Meeting. A Director elected to fill a vacated position shall serve the remaining term of the vacating officer.

COMMITTEES

Standing Committees
This Organization may have standing committees comprised of three members each, as specified in these Bylaws. Each committee will:

  • have the power, to the extent delegated by these Bylaws and the Board, to independently and proactively pursue the function and goals of the committee;
  • periodically report to the President, as requested, on its progress; and
  • prepare and present an Annual Report to the Board during a General or Special Meeting on its activities and accomplishments.

Special Committees
The President may appoint Special Committees on an ad hoc basis as is considered necessary or advisable to carry out the work of the Organization. They shall perform the function for which they are formed as identified by the President, and shall report periodically to the President as requested, until such time as the goals are achieved.

Membership
The President may appoint the Chair of each Standing and Special Committee and, in consultation with the Chair, determine the members for the committee. All committees, with the exception of Budget and Finance, and Bylaws, may have non-Board members.  The size of each Standing Committee shall be as specified in these Bylaws. The President shall be an ex-officio member of all Committees.

Meetings
In most cases, Committees shall conduct their business on an informal basis with decisions reached through consensus. Meetings of any Committee may be convened at the discretion of the Chair, in which case a majority of the members shall constitute a quorum and a simple majority vote of the members present shall constitute an action of the Committee.

Audit Committee
The President will appoint an independent Audit Committee on which no Board member may serve. The Audit Committee will review the financial records of the Organization and the financial and tax instruments it is obligated to file, make recommendations and report.

INDEMNIFICATION

Every person who is, or shall be, or shall have been, a Director or volunteer of Lakselaget and her personal representatives shall be indemnified by Lakselaget against all costs and expenses reasonably incurred by or imposed upon her in connection with or resulting from any action, suit, or proceeding to which she may be made a party by reason of her being or having been a Director or volunteer of Lakselaget except in relation to such matters as to which she shall finally be adjudicated in such action, suit, or proceeding to have acted in bad faith and to have been liable by reason of willful misconduct or willful negligence in the performance of her duty as Director or volunteer. Costs and expenses of actions for which this Article provides indemnification shall include among other things, attorneys' fees, damages, and reasonable amounts paid in settlement.

CORPORATE DISSOLUTION

Upon the dissolution of the Organization, assets shall be distributed by the Board after paying or making provision for payment of all of the liabilities of the Organization, for one (1) or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose, as the Board shall determine. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Organization is then located, exclusively for such purposes or to such organization or organizations, as the Court shall determine, which are organized and operated exclusively for such purposes.

AMENDMENTS

The Bylaws may be amended at any General or Special Meeting of the Board by a simple majority vote of the Directors present, provided that Directors shall receive notice, in appropriate format, of proposed amendments at least two (2) days prior to the meeting. The Board of Directors must notify all members of any proposed amendments to the Bylaws by e-mail or the U.S. Postal Service at least seven (7) days before the Board votes on the proposed amendment.

ORGANIZATIONAL PROCEDURES

Lakselaget shall hire no employee(s) or paid consultant(s) without the approval of the Board.

As adopted: Minneapolis, April 8, 2010

____________________
Karin O. Holt, President

____________________
Karen Gusaas, Vice-President

____________________
Kay Romnes Shores, Reservations Director

____________________
Phyllis Framstad, Membership Director

____________________
Jane Laurence
Foundaton Director

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