HERITAGE FOUNDATION FOR GERMANS FROM RUSSIA
Article I – Principal Office
Article II – Members
Article III – Meeting of Members
Article IV – Board of Directors
Article V – Officers
Article VI – Creation and Appointment of Committees
Article VII – Contracts
Article VIII – Membership Certificate/Card
Article IX – Books/Records
Article X – Fiscal Year
Article XI – Corporate Seal
Article XII – Waiver of Notices
Article XIII – Repeal and Amendments of Bylaws
Section 1. The principal office of the corporation in the State of North Dakota shall be located in the City of Bismarck, County of Burleigh.
Class of Members
Section 1. The Corporation shall have one class of members. However, they shall be divided into three subdivisions, namely: organizational, business and individual.
The annual fee for a business membership shall be $100.00; the organizational membership shall be $25.00 and the individual membership shall be $25.00 per year if the individual is then not a member of the Germans From Russia Heritage Society. All members, in good standing of the Germans from Russia Heritage Society, shall be considered as and shall be members of this Foundation.
Section 2. Suspension of Members. The Board of Directors by affirmative vote of two ‑ thirds of all of the members of the board may suspend a member for cause after an appropriate hearing and may, by a majority vote of those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership or suspend any member who shall be in default in the payment of dues.
Section 3. Any member may resign by filing a written resignation with the secretary.
Section 4. Membership in this corporation is not transferable or assignable.
Annual Meeting of Members
Section 1. An annual meeting of the members shall be held in each year beginning with the year 2002 at a time and date to be determined by the Board of Directors for the purposes of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of North Dakota, such meeting shall be held on the next succeeding business day.
Section 2. Special Meeting. Special meetings of the members may be called by the President, the Board of Directors, or not less than one ‑ tenth of the members.
Section 3. Place of Annual or Special Meetings The place of the meeting for an annual meeting shall be in the City of Bismarck at such a time and place as may be determined by the Board of Directors.
Section 4. Notice of Meetings Written notice stating the place, date, and time: of any meeting of members shall be mailed to each member not less than ten (10) nor more than thirty (30) days before the date of said meeting, by or at the direction of the President, Secretary or the officer or persons calling the meeting. In case of a special meeting or when required by statute or these by ‑ laws, the purpose or purposes for which the meeting is called shall be stated in the notice. Notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as appears on the records of the corporation with postage thereon paid.
Section 5. Action ‑ Meetings by Consent Any action required by law to be taken at a meeting of the members, or any action which may be taken at a meeting of the members, may be taken without a meeting if the consent in writing setting forth the action so taken shall be signed by the majority of the members entitled to vote.
Section 6. Quorum A majority of the voting members present or by proxy shall constitute a quorum for any meeting of members. If a quorum is not present at any meeting of the members, a majority of the members present may adjourn the meeting.
Section 7. Proxy. At any meeting of members a member entitled to vote may vote by proxy executed in writing. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.
Board of Directors
Section 1. Board of Directors The affairs of the corporation shall be managed by its Board of Directors. The directors must be members of the corporation.
Section 2. Number of Directors. There shall be a Board of Directors composed of eleven (11) members.
Section 3. Vacancies. Vacancies on the Board of Directors shall be filled by appointment by the Board of Directors for the remainder of the term of the director position being filled.
Section 4. Ex officio Member/Director of Board. The President of the Germans from Russia Heritage Society shall be an ex officio member of the Board with power to vote but ineligible to act as President or Vice President of this corporation while he/she holds the position of President of the Germans from Russia Heritage Society.
Section 5. Initial Board of Directors The initial Board of Directors of this corporation shall be eleven (11) persons. The President of the Germans From Russia Heritage Society and the librarian/editor of the society’s publication by virtue of their election or appointment shall be ex officio members of the Board of Directors.
Nine (9) persons shall be elected at large from among the current members. They shall serve staggered three (3) year terms as follows: three (3) directors shall be elected for a term of three (3) years; three (3) directors shall be elected for a term of two (2) years and three (3) directors shall be elected for a term of one (1) year. Thereafter all directors, except the ex officio members, shall be elected to three (3) year terms. All elections and appointments of directors under these by ‑ laws shall be for such terms as will preserve the staggering of terms as provided in Article VI of the Articles of Incorporation of the Heritage Foundation for Germans from Russia.
Section 6. Initial Board of Directors. The initial Board of Directors of this corporation shall be eleven (11) persons. The president of the Germans from Russia Heritage Society and the editor of the society’s Heritage Review and other publications, by virtue of their election or appointment shall be ex officio members of the Board of Directors.
The names and addresses of the initial Board of Directors who shall serve until his/her successors have been elected or appointed and have qualified are:
Class of 2002
Walter H. Rehling, Hebron, ND
(Ex officio/President of Germans from Russia Heritage Society)
Ted J. Becker, Williston, ND
(Ex officio/Editor, Heritage Review)
Marvin Eckman, Bismarck, ND
Leo A. Johs, Fargo, ND
Eugene Weidenbach, Scotland, SD
Class of 2003
V. George Dorscher, Calgary, Canada
Clyde Jundt, Pierre, SD
Vern C. Neff; Williston, ND
Class of 2004
Thomas A. Wentz, Minot, ND
Roger Haas, Portland, OR
Herbert H. Kaul, Bismarck, ND
Section 7. No Compensation to be Paid Director. No member of the Board of Directors shall receive compensation for service rendered as a director; but directors shall be entitled to receive reimbursement for expense incurred on behalf of the Foundation as established by the Board.
Section 8. Commencement and End of Terms. The term of a newly elected director shall commence with his/her election or appointment and end when his/her successor is elected and has qualified.
In the event a director resigns or is removed as a director the term of such director ends with the acceptance of the director’s resignation or his/her removal from office.
Each director will be expected to attend all meetings of the Board of Directors either in person or by telephone or other electronic means. Failure of the director to participate either in person or electronically without the absence being excused by the Board of Directors shall be cause for the Board of Directors to declare the position vacant and appoint a successor director for the remainder of that director’s term.
Section 9. Regular Meetings. A regular annual meeting of the Board of Directors shall be held without other notice than this by ‑ law immediately after and at the same place as the annual meeting of the members. The Board of Directors may designate the time and place for the holding of meetings of the Board without other notice.
Section 10. Special Meetings Special meetings of the Board of Directors may be called by or at the request to the president or any two directors.
Section 11. Notice of Special Meetings Notice of any special meeting of the Board of Directors shall be given at least two (2) days previous thereto by written notice delivered personally or by mail to each director. Any director may waive notice of any meeting. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the Board, need be specified in the notice or waiver of notice of such meeting unless specifically required by law or by these bylaws.
Section 12. Board of Directors ‑ quorum A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than a majority of the directors are present at such meeting, the majority of the directors present may adjourn the meeting without further notice.
Section 13. Majority Vote The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 14. Reimbursement Expenses Only Directors as such shall not receive any stated salaries or compensation, but by resolution of the Board of Directors, directors may be reimbursed for their expenses actually incurred while conducting business for and on behalf of the corporation.
Section 15. Action by Written Consent. Any action required by law to be taken at a meeting of the directors or any action which may be taken at a meeting of the directors, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the directors.
Section 1. Officers The officers of the corporation shall be a president, one or more vice presidents, the number thereof to be determined by the Board of Directors, a secretary, a treasurer, and such other officers as may be elected in accordance with the provisions of this Article. The Board of Directors may elect or appoint such other officers, including one or more assistant secretaries, or one or more assistant treasurers, as it shall be desirable, such officers to have the authority and perform the duties prescribed from time to time by the Board of Directors. Any two or more offices may be held by the same person except the offices of president and secretary.
Section 2. Officers Elected Annually The officers of the corporation shall be elected annually by the Board of Directors at their regular annual meeting of the Board of Directors. If the election of such officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. New offices may be created and fined at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have been qualified.
Section 3. Removal of Officers. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors, whenever in its judgment the best interests of the corporation would be served thereby. That such removal shall be without prejudice to the contract rights, if any, of the officer so removed.
Section 4. Vacancy. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 5. Duties of President The president shall be the principal executive officer of the corporation and shall, in general, supervise, control and care for all of the business and affairs of the corporation. He shall preside at all meetings of the members of the Board of Directors. He may sign with the secretary or any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be especially delegated by the Board of Directors or by these by‑laws or by the statutes to some other officer or agent of the corporation, and in general, he shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.
Section 6. Duties of Vice President In the absence of the president or in the event of his inability or refusal to act, the vice president shall perform the duties of the president and when so acting, shall have all the powers of the office and be subject to all restrictions upon the president. Any vice president shall perform such other duties as may be from time to time assigned to him by the president or the Board of Directors.
Section 7. Duties of Secretary. The secretary shall keep the minutes of the meetings of members and of the Board of Directors, in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these by‑laws or as required by law; be custodian of the corporate records and of the seal of the corporation, and see that the execution of which, on behalf of the corporation under its seal, is authorized in accordance with these by‑laws; keep a register of the post office address of each member which shall be furnished to the secretary by such member, and in general perform all duties incident to the office of secretary and such other duties as, from time to time, may be assigned to him by the president or by the Board of Directors.
Section 8. Duties of Treasurer. If required by the Board of Directors, the treasurer shall give a bond for the faithful discharge of his duties in such sum and with such sureties as the Board of Directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit 0 such monies in the name of the corporation in such bank or other depository as shall be selected in accordance with the provisions of Article 7 of these by‑laws; and in general perform all of the duties incident to the office of treasurer, and such other duties as, from time to time, may be assigned to him by the president or the Board of Directors.
Creation and Appointment of Committees
Section 1. Creation and Appointment of Committees. The Board of Directors by resolution adopted by a majority of the directors in office may designate and appoint one or more committees, and the three committees that are to be set up by these by‑laws shall be the Executive Committee, the Investment Committee, and the Membership Committee. The Executive Committee shall be composed of the officers of the Board of Directors and two (2) additional directors to be appointed by the president, Executive Committee shall have and exercise the powers of the Board of Directors between meetings of the Board of Directors. However, the directors may designate such additional committees as they deem advisable. Designation and appointment of any such committee or committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon it or him by law. All committees shall and have to exercise the authority of the Board of Directors as delineated and outlined in their appointment; however, no committee shall have the authority of the Board of Directors in reference to the amending, altering, or repealing of the by‑laws and all acts of the committee shall be subject to the approval of the Board of Directors.
Section 2. Term of Committee Members. Each member of a committee shall continue as such until the next annual meeting of the members of the corporation until his successor is appointed, unless the committee shall be sooner terminated, unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.
Section 3. Committee Chairperson. One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof.
Section 4. Committee Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 1. Contracts ‑ Authority to Sign The Board of Directors may authorize any officer or officer’s agent or agents of the corporation, in addition to the officers so authorized by these by‑laws, to enter into any contract or execute and deliver any instrument in the name and on behalf of the corporation, and such authority may be general or confined to specific instances.
Section 2. Authority to Sign Checks All checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officer’s agent or agents of the corporation in such a manner as shall, from time to time, be determined by resolution of the Board of Directors. In the absence of such determination of the Board of Directors, such instruments shall be signed by the treasurer and counter‑signed by the president or the vice ‑ president.
Section 3. Corporation Funds. All funds of the corporation shall be deposited from time to time to the credit of such corporation at such banks or other depositories as the Board of Directors may select.
Section 4. Acceptance of Gifts, Bequests or Devises. The Board of Directors may accept on behalf of the corporation any contribution, gifts, bequest, or devise for the general purpose or for any special purpose of the corporation.
Section 1. Membership Certificate/Card. The Board of Directors may provide for the issuance of certificates evidencing membership in the corporation which shall be in such form as may be determined by the Board of Directors. Said certificates shall be signed by the president or the vice president and by the secretary and shall be sealed with the seal of the corporation. All certificates evidencing membership shall be consecutively numbered, and the name and address of each member and the date of issuance of the certificate shall be entered on the appropriate records of the corporation. If any certificate shall become lost, mutilated, or destroyed, a new certificate may be issued therefore upon such terms and conditions as the Board of Directors may determine.
When a member has been elected to membership and has paid his dues, a certificate of membership shall be issued in his name and delivered to him by the secretary.
Section 1. Records. The corporation shall keep correct and complete books and records of account and also keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member or his agent or attorney for any proper purpose at any reasonable time.
Section 1. Fiscal Year. The fiscal year of the corporation shall begin on the 1st day of July and shall end on the last day of June of each year.
Section 1. Corporate Seal. The Board of Directors shall provide a corporate seal, which shall be in the form of a circle, and shall have inscribed thereon the name of the corporation and the words, “Corporate Seal, Heritage Foundation for Germans from Russia.”
Waiver of Notices
Section 1. Waiver of Notices. Whenever any notice is required to be given under the provisions of the North Dakota Non‑Profit Corporation Act or under the provisions of the Articles of Incorporation or the by‑laws of the corporation, a waiver thereof in writing signed by the person or persons entitles to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Repeal and Amendment of Bylaws
Section 1. Repeal and Amendment of Bylaws. These by‑laws may be altered, amended or repealed and new by‑laws may be adopted by a majority of the directors present at any regular meeting or at any special meeting if at least five (5) days written notice is given of intention to alter or amend or repeal or adopt new by‑laws at such meeting.
Duly adopted by the board of directors on the 4th day of September, 2001.