Lakselaget -By-laws




	Traditions \| By-laws \| Directions \| Chapter Formation Traditions and Customs Most organizations tend to develop traditions and customs over time. Lakselaget will too. In fact, we already have. Let’s look at a few. Remember, traditions evolve, so more will surely develop. Saturday Luncheons 11:00 – Noon Members gather for refreshments, to exchange greetings, network, and meet new friends. 12:00 Members are seated. 1:00 – 1:30 Speaker presents. 1:30 Announcements 2:00 Members must leave the banquet hall. 2:00 – on Members may gather with friends in the public areas of the country club. Directions to Golden Valley Country Club View Larger Map From Downtown Minneapolis: I-394 to Highway 100. North to Highway 55. West to Douglas Drive (stoplight). Take right on Douglas to Golden Valley Road (2nd light). Take left on Golden Valley Road. Proceed approximately 1/3 mile. Entrance to the clubhouse is on the left. This is before the railroad tracks. From Wayzata: Highway 55 East to Winnetka Avenue. Go north (left) on Winnetka Avenue to Golden Valley Road (stoplight). Take a right and follow for approximately one mile. Entrance to the clubhouse is on the right after the railroad tracks. From Bloomington: Highway 494 West to highway 100. Go north on highway 100 to highway 55 west. Take a right on Douglas to Golden Valley Road (2nd light). Take a left on Golden Valley Road. Proceed approximately 1/3 mile. Entrance to clubhouse is on the left. This is before the railroad tracks. Brooklyn Center: Highway 100 south to highway 55 west to Douglas Drive (stoplight). Take a right on Douglas to Golden Valley Road (2nd light). Take a left on Golden Valley Road. Proceed approximately 1/3 mile. Entrance to clubhouse is on the left. This is before the railroad tracks. Luncheon Invitations All members will receive notification of Lakselaget luncheons through e-mail. Just download the reservation form and mail it to address listed along with payment. Individuals who do not have e-mail will receive notification through the US Postal Service. Guests Members are welcome to bring guests to the luncheons. Attendance Although special circumstances may prevent you from attending luncheons, numerous absences may show a lack of interest and your membership may not be renewed. Event Announcements* Members may prepare announcements that can be presented in three ways: Oral announcements at Saturday luncheons: Anyone wishing to make an announcement about an upcoming event must give the information to a board member prior to the luncheon. This can be made by e-mailing Lakselaget, or by handing the announcement to a board at the luncheon. Following the speaker, the announcements are read. Broadcast e-mails The second method is to send the announcement to the Lakselaget e-mail address and ask that it be broadcast to all members. This method is specifically useful for time-dated information and during the summer months when we don’t meet. Web site message board The third way to post announcements is by using the “Message Board” on the Lakselaget Web site. Just e-mail Lakselaget and include your information. Just one request We ask that no announcement be of a religious or political nature. Thank you. Note: Any member who wishes to be removed from the broadcast e-mail list should notify Lakselaget at president@lakselaget.org. Promotional flyers and brochures* Feel free to bring brochures and flyers from your business or an event in which you are involved to our luncheons. You may put them on the table next to the registration table for your sister members to take. Please remove those that remain. Unclaimed materials will be thrown away. Again, flyers and brochures should not contain religious or political materials. Membership Roster The membership roster is password-protected and available to members only. It will help us become better acquainted, assist in networking, and allow us to promote each other’s businesses. Please understand that the roster is not to be used by members or anyone else for promotional purposes. It is a private listing and access is not to be given to a non-member. Foundation Fund Each year we will have a fund drive to raise additional money for stipends and scholarships, and ask that you contribute to the best of your ability. Adopt-a-student We would like to share Lakselaget with as many young people as possible who are age 18 or older. We may find students who cannot afford the student $15 dues — or, perhaps, they can’t afford the cost of the luncheons. If members are able, we’d like you to step forward and volunteer to occasionally underwrite these students. If you wish your gift to remain anonymous, we will honor that. Return to top LAKSELAGET AMENDED BYLAWS Click here to see archived By-laws 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. 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 Preside at all Board Meetings. Ensure that all business and resolutions of the Board are carried out. Sign all contracts and conveyances, or appoint another member of the Board of Directors to do so on her behalf. Appoint committees and the chairs and members, to the extent permitted by these Bylaws. Be an ex-officio member of all committees or delegate the responsibility to another board member. Make final decision over all procedural questions. Have general active management of the business of Lakselaget. Maintain records of and, when necessary, certify proceedings of the Board and members. Serve in such other capacities as may be prescribed in these Bylaws, and/or the statutes of the State of Minnesota. B. Vice-President Perform the duties of the President if the President is absent or unable to perform the presidential duties. Assume the presidential office when it becomes vacant. 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. Recruit speakers for all the General Meetings. C. Reservations Director Coordinate the needs of the Organization for its General Meetings with the facility’s management. 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. Serve in such other capacities as may be prescribed in these Bylaws, and/or the statutes of the State of Minnesota. D. Membership Director Maintain a current membership list. Mail cards on behalf of the membership for special events as deemed appropriate by the Directors. Update member information for inclusion on the Web. Mail membership renewal notices and collect the dues. Serve in such other capacities as may be prescribed in these Bylaws, and/or the statutes of the State of Minnesota. E. Foundation Director Promote the Organization’s scholarships and stipends through educational institutions and other appropriate channels. Promote and organize an annual fundraiser. Supervise the selection of students for scholarships and professional women for stipends. Work with the Scholarship Committee and/or the Foundation. Supervise the investment of the funds and the disbursement thereof. Serve in such other capacities as may be prescribed in these Bylaws, and the statutes of the State of Minnesota. F. Treasurer Keep accurate financial records. Take responsibility for financial transactions, including writing checks for bills, making deposits, and filing appropriate state and federal business and tax forms. Provide and annual financial report to membership. 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: President Vice-President Reservations Director Membership Director Foundation Director 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: The members who began as President and Vice-President shall leave after six (6) years. 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 Return to top ************************************************************************************ CHAPTER FORMATION (Download a PDF of Chapter Formation) Lakselaget bylaws allow for the formation of chapters as long as they abide by the bylaws set forth by the original, Minnesota-based Lakselaget organization, hereto referred to as the founding organization. Amended bylaws are posted to its website at http://lakselaget.org/. Newly established chapters will make a one-time payment of $500 to the founding organization for the privilege of using its registered trademark name and logo. The founding chapter will use the funds for expenses associated with chapter formation and deposit any remaining money in its scholarship fund. Articles of Incorporation Each chapter must register its own articles of incorporation in the state in which the chapter meets and according to all the rules, regulations and laws of that state. This information is found through each state’s Secretary of State’s Office. A copy must be sent to the founding organization’s board of directors via its current president. Finances Each chapter is responsible for setting its own dues, but may wish to pattern itself after the founding organization whereby working adults pay one amount and students less than half that amount; there is no senior discount, since dues are minimal. Chapters are not obligated to share any portion of their dues with the founding organization. Luncheon costs are dependent on prevailing market prices in the areas in which the chapter meets. The local chapter is responsible for setting the luncheon cost, collecting the money, depositing the money and being accountable for its local funds. Each chapter is responsible for setting up its own checking account and for sharing its annual audit report with the founding organization, if so requested by the founding organization’s current treasurer. Chapters have the right to request financial statements from the founding organization’s treasurer. Scholarship and Stipend Program In keeping with the founding organization’s bylaws and practices, each chapter is expected to set up and manage a scholarship program by the end of its second year. The guidelines for the founding organization’s Foundation activities are found at http://lakselaget.org/pages/foundation.html. Chapters must abide by the rules, regulations and laws concerning solicitation of funds in its jurisdiction, which can be obtained through each state’s Secretary of State’s Office. It must also send an accounting of scholarship money solicited and received to the founding organization’s current Foundation Director. Chapters may request a statement of same from the founding organization’s foundation director. Although not required, the founding organization highly encourages chapters to allow it to be the recipient of donations solicited by new chapters, then the Minneapolis Foundation, which invests Lakselaget scholarship money, will assign those funds back to the chapters of origination. The purpose is that each chapter will earn more interest if all scholarship monies are jointly invested. Website Each chapter will have a link from the founding organization’s website to its own. Each chapter is responsible for the cost of designing and maintaining its own portion of the website. It should include the same types of information as are included on the founding organization’s main site. The chapters are encouraged to use the founding organization’s webmaster, but are not obligated to do so as long as they adopt the founding organization’s format and link to it. The Nordic News calendar will be enlarged to include the states in which chapters meet. It is the chapters’ responsibility to add events about their areas. Annual Statement of Potential Conflicts of Interest In any organization there are potentials for intermingling of personal and organizational interests. It is important that representatives of any Lakselaget Chapter manage their activities appropriately so that there is no appearance of impropriety or possibility of private benefit related to their Lakselaget activities. Conflicts of interest include any activities that could put individuals in a position where there could be the appearance of personal gain or benefit while they are engaged in activities that benefit Lakselaget. Members of each chapter’s board, executive committee and committees should avoid any activities that could seem to be in conflict of interest. If any activity involving personal gain is proposed or conducted by any organizational member, including committee members, approval must be given in advance by the founding organization’s board of directors, and a full report of such gain must be submitted to it within two months of the completion of the activity. For the purposes of this policy, a conflict of interest may exist in any contract or transaction entered into by a Lakselag chapter and (a) one or more of its directors or their family members, (b) an organization in or of which a director of Lakselaget or one or more of her family members is a director, officer, employee or legal representative, or in some other way has a material financial interest. Annual Statement of Potential Conflicts of Interest (Sample for signatures)** We have read and understand Lakselaget’s Conflict of Interest Policy, as stated above. By our signatures below, we acknowledge our agreement with the spirit and intent of this policy and we agree to report to the founding organization’s president any possible conflicts (other than those stated below) that may develop before completion of the next annual statement. ¨ We, the (name) Lakselaget Chapter are not aware of any conflict of interest at this time. ¨ We the (name) Lakselaget Chapter may have a conflict of interest in the following area(s): _________________________ Signatures of Chapter Board Members Names: ____________________________________________________ ____________________________________________________ ____________________________________________________ ___________________________________________________ ____________________________________________________ ___________________________________________________ Signatures: ___________________________________________________ ___________________________________________________ __________________________________________________ ___________________________________________________ ___________________________________________________ ___________________________________________________ Date: _______________ Return to top

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