1. Name. This Chapter shall be known as the National Capital Chapter of the Finlandia Foundation, Inc., hereinafter referred to as "the Chapter".
2. Purpose.The Chapter is organized to cultivate and strengthen the cultural relations between the United States and Finland, and shall also promote those related purposes set forth in Article II of the Constitution of the Finlandia Foundation as founded in Pasadena, California in 1953.
3. Officers and their Duties. The officers of the Chapter shall be a president, a vice presidents (first and second vice presidents), secretaries (corresponding and recording secretaries), treasurer, and such other officers as the Board of Directors may establish. The term of all officers shall be for one year and shall terminate on June 30th. In the event that any officer is unable to serve for his or her entire term, the Board of Directors may appoint interim officers until the next election.
a. The President shall preside at all meetings of the Chapter and of the Board of Directors. In his or her absence, his or her duties shall be carried out by the First Vice President, or, in the absence of the First Vice President, by the Second Vice President. The President may appoint such additional persons or committees for such purposes as he or she deems necessary in connection with the purposes of the Chapter. Such persons and committee members shall be members in good standing of the Chapter.
b. The Vice Presidents shall have such duties as are assigned by the President.
c. The Treasurer shall have custody of all the funds of the Chapter. When necessary or proper, he or she shall endorse on behalf of the Chapter, for collection, checks, notes, electronic funds transfers and other obligations, and shall deposit the same to the credit of the Chapter in such bank or depository as the Board may designate; he or she shall sign all receipts and vouchers for payments made to the Chapter. The Treasurer shall sign checks and approve electronic funds tranfers made by the Chapter and shall pay out and dispose of the same under the direction of the Board. In the absence of the Treasurer, the President shall be authorized to sign or endorse checks and approve electronic funds tranfers made by or to the Chapter. The Treasurer shall enter regularly in books of the Chapter to be kept by him or her for this purpose, full and accurate account of all moneys received and paid by him or her on account of the Chapter; he or she shall at all reasonable times, exhibit his or her books and accounts to any director of the Chapter upon request; and he or she shall perform all actions incident to the position of treasurer, subject to the control of the Board of Directors. The Treasurer shall render an annual report and such special reports as may be required of him or her by the Board. The Treasurer shall maintain a record of paid-up members, and the Recording Secretary shall draw up a membership directory provided by the Treasurer.
d. The Corresponding Secretary shall be responsible for preparation of Chapter newsletters or similiar electronic communications at such intervals as requested by the President. The Corresponding Secretary shall attend to all general correspondence for the Chapter under the direction of the President.
e. The Recording Secretary shall keep a minute book of all meetings of the Board and the Chapter, prepare the membership directory, and shall have such other duties as are assigned by the President.
4. The Board of Directors shall consist of the six (6) officers designated above and three (3) members elected at large from the Chapter membership. The business and property of the Chapter shall be controlled by the Board. Decisions of the Board shall be by majority vote of those present. A majority of the Board shall constitute a quorum.
5. Idemnification: The chapter shall indemnify each Director and Officer for the defense of legal actions as follows: (1) any and all judgements, fines, amounts paid in settlement, reasonable and customary legal expenses actually and necessarily incurred as a result of any action or any appeal therefrom against the Chapter and/or against any Director or Officer; (2) the Chapter shall not indemnify any Director or Officer for expenses related to legal actions when the Board and/or independent legal counsel has determined that said individual(s) have breached a duty to the Chapter or not discharged their obligations in good faith and with the degree of diligence, care and skill which prudent persons would ordinarily exercise under like circumstances.
6. Elections for the Board of Directors shall be held annually during the months of April, May or June as may be determined by the Board. Only members in good standing shall be eligible for election to an elected position. Directors and Officers may succeed themselves. Election shall be by a majority of those voting. Voting may be via e-mail (or similiar verifiable electronic means of communication) and/or other ballots with voting procedures established by the Board to offer all eligible members an opportunity to vote, regardless of their access to electronic technology or their ability to attend any meeting. All members in good standing may vote and members who are unable to attend the meeting at which the election is held may cast an absentee ballot by mailing a letter to the Secretary, specifying a vote for any or all positions to be filled. Such ballots must be received at the home of the Secretary not later than the day of the election. The election shall occur at a meeting place in the Washington metropolitan area. The President shall publicize the procedures for the election to all members eligible to vote by such means as he or she deems appropriate. At least sixty (60) days prior to the date of the election, the President shall, with the advice of the Board, appoint a Nominating Committee for the purpose of preparing a slate of candidates for the Board. The formation of the Committee and its membership shall be promulgated to the Chapter members. The report of the Nominating Committee containing the list of candidates shall be promulgated to the Chapter members` at least thirty (30) days prior to the date of the election to be voted on by the membership. An additional list of candidates may be submitted to the Nominating Committee by a petition of five or more members in good standing and such candidate or list of candidates shall be submitted as candidates in an additional report of the Nominating Committee, provided that such petition has been received by the Nominating Committee at least twenty (20) days prior to the election.
7. Term: Board members shall begin their duties on July 1st following their election. Outgoing Board members shall cooperate in every way with incoming Board members to best achieve the purpose of the Chapter.
8. Membership shall be open to all who support the purposes of the Chapter, who agree to abide by these by-laws, and who pay annual dues. Failure to pay dues in a timely manner and any other failure to abide by these by-laws shall be grounds for omission from the membership list and denial of all privileges of membership, at the discretion of the Board. Delinquent members may be reinstated by payment of the entire current year's dues. Membership shall be open to Associate non-resident, non-voting members for an amount as shall be determined by the Board. There shall be a class of membership designated as Life Members, consisting of those who contribute to the Chapter fifteen (15) times the family membership dues. Those who give thirty (30) times the family membership dues, or more, shall be called Sponsors of the Chapter.
9. Meetings. There shall be at least four (4) meetings of the Chapter annually and they shall be held at a place in the Washington metropolitan area designated by the President. The meetings shall include a business portion devoted to a discussion, lecture, film, exhibition or other event which in the judgement of the President with the advice of the Board, shall best promote the purposes of the Chapter.
10. Finances. Annual dues shall be payable between 1 January and 15 February, and in an amount as shall be determined by the Board. Dues paid by new members received in the last quarter of the year (Oct.- Dec.) shall be considered as dues paid for the following year. Renewing members shall pay annual dues between January 1st and February 15th regardless of the time of their renewal. Financial obligations shall not be incurred on behalf of the Chapter, except upon approval of the Board, unless otherwise provided for under the by-laws, and then only to the extent of funds available in the treasury to cover such obligations. Financial obligations incurred in the normal transaction of Chapter business up to and including the sum of three hundred and fifty dollars ($350) may be approved by the President for any single item or billing. Expenditure of sums in excess of that amount shall be made only with the approval of the Board.
11. Membership Lists. Membership lists of the Chapter shall not be provided to anyone without good cause nor without the approval of the Board. Reasonable steps shall be taken to prevent the use of membership lists by any commercial organization.
12. Restrictions on Activity. The Chapter shall not act as agent or on behalf of any organization or person or otherwise engage in activities inconsistent with the purposes of the Finlandia Foundation or these by-laws. The Chapter shall not act as agent for, or on behalf of, any foreign government. The Chapter may accept gifts provided they are unconditional or subject to conditions consistent with the purposes of the Finlandia Foundation and these by-laws.
13. Amendment. These by-laws may be amended by majority vote of the Chapter's members in good standing, by procedures established by the Board similar to the election procedures contained in these y-laws.