Bylaws of the Swedish Finn Historical Society

EIN: 91-1533729

Article 1: Name and Purpose

Section 1. The name of the organization shall be The Swedish Finn Historical Society (hereafter known as the Society), organized under the laws of the State of Washington Nonprofit Corporation Act 24.03A.  The principal office of the Society will be in King County, WA.

Section 2. The objective and purpose of the Society is to preserve the Swedish Finn cultural heritage around the world.

This will be done by:

  1. Promoting interest in genealogical and historical research;
  2. Collecting, maintaining, interpreting and making available archival, historical and genealogical materials;
  3. Compiling and making digital files of research materials and newsletters available to our members via our website;
  4. Conducting meetings, discussion groups and workshops for our members worldwide;
  5. Engaging in such other activities that further the purpose of the Society.

Section 3. The Society will not conduct any activities that are not allowed under the Federal or State of Washington laws governing 501 (c)(3) non-profit organizations or by Corporations; contributions to which are deductible under Internal Revenue Service code of 1986 section 170 (c)(2) or corresponding provisions of any future Internal Revenue Service law.

Article 2 – Membership and Dues:

Section 1. The membership of the Society shall consist of individuals, families, organizations or corporations with interest in the Society’s mission to include honorary membership in categories to be decided by the Board of Directors.

Section 2. The dues for the various membership categories shall be determined by the Board of Directors.

Article 3 – Business Meetings of Members:

Section 1. The annual meeting of the members of the Society will be held in the first quarter of every year at a location to be determined by the Board of Directors. The date and time of the meeting as determined by the Board shall be communicated to the membership not less than 30 days prior to the meeting. Such meetings may be held virtually or may be a combination of virtual and in person as to be determined by the Board of Directors.

Section 2. Special meetings may be called: (a) at the request of the President, (b) at the request of a majority of the Board of Directors or (c) at the written request to the Secretary of at least 10 members; provided that communication of such a meeting be made at least 10 days prior to the meeting. No business shall be discussed at such a meeting other than what was announced on the communication of such a meeting.

Section 3.  Ten percent of the membership or 50 people, whichever is smaller, shall constitute a quorum.  No voting by absentee or proxy shall be allowed.

Article 4 – Board of Directors

Section 1. The business, property and affairs of the Society shall be managed by the Board of Directors who shall be elected from the active membership of the Society. The Board shall have all the rights, powers and authority granted by law including, but not limited to, those set forth in RCW 24.03A. It shall be the duty of the Board of Directors to elect officers of the Society, to structure the organization, to approve committee chairs and other key officials; to approve budgets and other major expenditures; to approve contracts and other legal matters; to settle disputes as may arise. The Board of Directors may appoint an Executive Director who will run the day-to-day operations of the Society.

Section 2. The Board of Directors shall have not less than 9 and not more than 15 members elected during annual meetings of members of the Society.  Directors shall serve a 3-year term but may serve multiple terms if re-elected. A third of the Board of Directors shall be elected or re-elected each year.

Section 3. A nominating committee of not less than 3 members shall be appointed by the President at least 30 days prior to the Annual Meeting.  This committee shall nominate members of the Society to be considered for directorship at the Annual Meeting.  A list of nominees shall be filed with the Secretary at least 15 days prior to the Annual Meeting.  Nominees may be submitted to the nominating committee by any member at least 25 days prior to the Annual Meeting

Section 4. The Board of Directors at their first quarter meeting following the annual meeting shall elect a President, Vice President, Secretary and Treasurer to serve a period of 1 year or until their successors are elected.

Section 5.  The President may appoint a Society member to fill a vacancy in the Board of Directors until an election can be held at the next annual meeting of the Society.

Section 6.  Any Director or agent of the Board may be removed from the Board whenever it is deemed by 2/3 of the Board membership to be in the best interest of Society to do so.

Article 5 – Meetings of the Board of Directors

Section 1. There will be an annual meeting of the new Board held shortly after the annual meeting of members of the Society. 

Section 2.  Meetings of the Board of Directors as deemed necessary by the Board to carry on the business of the Society. Meeting dates/times/agenda will be determined by the Board and reminders of such meetings will be sent to Board members at least 7 days prior to the meeting date.

Section 3. A majority of Directors shall constitute a quorum for the transaction of business. At all meetings of the Board of Directors at which a quorum is present an act of the majority of the Directors shall be considered an act of the Board unless otherwise stated in these bylaws.

Section 4. A special meeting of the Board may be called by the President, or on request by 3 members of the Board. Notice of such a meeting and objective/time/location will be sent to Board members at least 7 days prior to the meeting.

Section 5. Meetings of the Board may be held in person or electronically.  Voting of Board members may be voice votes or hand votes during such meetings or may be done electronically.

Article 6 – Officers

Section 1. Duties of Officers.

A). President.  The President or their designate will preside over all meetings of the members and of the Board.  They will see that all directions from the Board are put into effect. They will lead the Board and Executive Director in setting the annual goals, and the strategic direction and vision of the Society. The President will appoint persons to lead committees and will serve as an exofficio member of said committees. They will, with the Treasurer and the Executive Director, set the annual budget of the Society to be approved by the Board.  They will assess organizational effectiveness and work to strengthen the Society. They will maintain connections with external organizations and promote the Society. Should the President cease to be President in their last year on the Board they will be an exofficio member of the Board and Executive Committee for the following year.

B). Vice President.  The Vice President will carry out all duties of the President in their absence or incapacitation.  They shall also carry out duties assigned to them by the President.

C). Secretary. The Secretary will keep accurate records of all activities of the Society. They will establish the agenda in coordination with the President and will record minutes of all Board meetings. They will give all notices required by statute, bylaws or resolution.  The Secretary in conjunction with the Executive Director and Treasurer shall provide required reports to the Washington Secretary of State.

D). Treasurer. The Treasurer shall have custody of all Society funds and securities and shall keep in books belonging to the Society full and accurate accounts of all receipts and disbursements.  They shall deposit all moneys, securities and other valuable effects in the name of the Society in such depositories as may be designated for that purpose by the Board of Directors.  They shall disburse the funds of the Society as may be ordered by the Board or the Executive Director. They shall render to the President and Directors at regular meetings of the Board and whenever requested by them an account of their actions as Treasurer and of the financial condition of the Society.

Article 7 – Executive Director

 The Executive Director is hired by the board. The Executive Director will oversee day-to-day operations of the Society. They will, with the President and the Board, develop actionable goals for each year of operation that will be approved by the Board. The Executive Director will manage membership, grants, donations, and fundraising efforts. They will recruit and supervise staff and volunteers in carrying out the work of the organization.  They will, with the Treasurer, ensure that tools are in place to manage the annual finances of the Society. The Executive Director is responsible to the Board for the overall performance of the Society and will report on the progress of the organization, answer questions of the board members and carry out the duties described in the job description. The board can designate other duties as necessary

Article 8 – Committees

The standing committees of the board shall be:

Section 1.   Executive Committee consisting of the President, Vice President, Secretary, and Treasurer.

Section 2.  A Nominating Committee appointed by the President will solicit, screen and develop a slate of board members to be elected at the Annual Meeting of the Society.

Section 3. Finance Committee Chaired by the Treasurer with members appointed by the President to prepare annual budgets and oversee the financial condition of the Society.

Ad hoc or temporary committees:

Section 4. The Board of Directors may appoint, from time to time, from its own number or from the membership or both, ad hoc or temporary committees each consisting of no fewer than two (2) persons. Such committees may be vested with such powers as the Board may determine. Each committee shall be under the general supervision of at least one (1) Director, but the supervising Director need not be an active committee member.

Article 9 – Miscellaneous

Section 1. The fiscal year of the Society shall be January 1 to December 31.

Section 2. All meetings of the Society shall be governed by parliamentary law as set forth in Robert’s Rules of Order, Revised, unless otherwise set forth in these bylaws.

Section 3. Any action required by these bylaws to be taken at a meeting of the members or Directors of the Society may be taken without a meeting if consent in writing or electronically is taken setting forth the actions so taken and signed in writing or electronically by all members or Directors of the Society entitled to vote on such matters. The decision on an action shall be determined by a majority vote of the Directors or members.

Section 4. All proposed amendments to these bylaws shall be made in writing or electronically to the Board of Directors. If at a meeting of the Board the amendments are found to be acceptable, or the amendments have been made by a petition signed (in writing or electronically tallied) then the petition shall be brought before an in-person or electronic meetings of the total membership. A 2/3 favorable vote of members attending is required to pass the petition into the bylaws.

Section 5. Except as required by State of Washington law, whenever a notice is required to be given to a member or Director of the Society a waiver of said notice presented in writing or electronically before or after a meeting is deemed equivalent to the notice of the meeting to which it pertains.

Section 6. The Board of Directors may engage the services of legal professionals or certified public accountants as deemed necessary.  Examples might include as a requirement of funding sources, or to provide review statements to the membership.

Article 10 – Dissolution

Section 1. In the event of dissolution of the Society the net assets of the Society shall be dedicated to the preservation of the cultural heritage of Swedish Finns as limited by the stipulations in the following section.

Section 2. Upon dissolution of the Society and after adequately providing for debts and obligations of the Society the remaining assets shall be distributed to a non-profit fund, foundation or corporation which is organized exclusively for charitable, educational, religious or scientific purposes and which has established itself as tax exempt under section 501 (c)(3) of the Internal Revenue Code.