Danish Club of Houston

The Danish Club of Houston, Texas, is organized for cultural, social, educational, charitable and fraternal purposes;
To preserve and foster Danish traditions and culture among its members;
To promote fellowship with Danes, persons of Danish ancestry and anyone interested in Danish culture, history, subjects and events.
To provide a meeting place for its members;
To assist Danes who have recently relocated or immigrated to the United States of America.
To foster and promote cultural exchanges between the United States of America and Denmark;
To receive gifts and grants of money and property of every kind and to administer the same for charitable, educational, social and philanthropic uses and to do everything necessary and proper for the accomplishment of these purposes.

BY-LAWS (as amended in June, 2000)

ARTICLE 1
THE ASSOCIATION

Section 1: NAME OF THE ASSOCIATION - The Club shall be known as The Danish Club of Houston.

Section 2: ADDRESS OF THE ASSOCIATION - The principal office of the Club shall be located in the State of Texas. The Club shall have and continuously maintain in the state of Texas a registered office and a registered agent whose office may be, but need not necessarily be, identical to the principal office in the State of Texas.

ARTICLE II
THE BOARD OF DIRECTORS

Section 1. DUTIES OF THE BOARD OF DIRECTORS - The Board of Directors shall carry out the purposes of the Association as stated in the Preamble. All activities and the properties of the Association shall be under the planning, management and supervision of the Board of Directors.

Section 2. NUMBER AND TITLES OF OFFICERS ON THE BOARD, THEIR TERM OF OFFICE AND THEIR ELECTION - The Board of Directors shall initially be comprised of six officers, i.e., 1) President, 2) Vice-President, 3) Treasurer, 4) Secretary, 5-6) Committee Coordinators. Each of these officers shall hold office for a term of one year or until a successor is duly elected, whichever occurs later. An officer must be an Active or Life member of the Club (see Article III, Section 5). A quorum at the Annual Meeting or at a Special Meeting can increase the number of officers to a maximum of eight without amending the by-laws.
No officer shall be eligible for the same office for more than six consecutive terms. No two member of the same household shall serve as members of the Board at any one time. The members of the Board shall be elected according to the procedure set forth in Article IV of these By-Laws.

Section 3. REMOVAL OR RESIGNATION OF OFFICERS - An officer of the Club may be removed from office for cause by such vote as would be required for his election. He may also resign. In the event an officer is absent from three consecutive meetings without giving prior notice to the Secretary, the position shall be declared vacant. Such vacancy shall be filled in by a Substitute elected by the Annual Meeting.

Section 4. THE PRESIDENT - It shall be the duty of the President to convene and preside over all Board meetings of the Club. The President shall appoint and shall be an ex-offici member of all committees appointed to help the Board.

Section 5. THE VICE PRESIDENT - In the absence of the President, the Vice President shall act in his place. In the event of the vacancy of the office of the President, for whatever reason, the Vice President shall preside over all meetings of the Club until the next scheduled election of officers.

Section 6. THE TREASURER - It shall be the duty of the Treasurer to receive all Club funds and to deposit same in the bank. He shall keep a ledger or book of account and shall render a fiscal report at each regular Board meeting. Upon expiration of his term of office, he shall surrender to his successor any and all monies, books, documents, papers and other properties belonging to the Club in his possession. The Treasurer shall disburse the Club funds under the direction of the Board of Directors. The Treasurer may be bonded and the amount of said bond shall be established by the Board of Directors. This bond is under the control of the Board.
Books and financial records shall be reviewed and approved before the Annual Meeting of the Club by an Audit Committee of two members, elected by the life and active membership at the Annual Meeting. The Auditors' Report must be approved and ratified by the Annual Meeting.

Section 7. THE SECRETARY - The Secretary shall keep the minutes of the Club and Executive Committee meetings in journals provided for this purpose and kept on hand at all meetings. The Secretary shall keep a current listing of all members of the Club and this list must be on hand at all meetings. The Secretary shall prepare and distribute all correspondence pertaining to the Club and shall maintain and keep notes of Club activities, elections, membership applications and general correspondence in an established filing system.

Section 8. THE COMMITTEE COORDINATORS - The Committee Coordinators shall on behalf of the Board maintain contact to Active Committees and make sure that proper reporting to the Board is taking place by Committee chairmen.

Section 9. MEETINGS OF THE BOARD - Minutes of all meetings of the Board shall be taken by the Secretary in a journal provided for this purpose and kept on hand at all meetings of the Board. A quorum of the Board shall be three and if less than a quorum is present, a plurality of those officers present may adjourn the meeting without further notice. Decisions made by the Board are made by regular voting, and the President's vote is decisive in case of an even vote.
The first meeting of the Board shall be held within 21 days after the Annual Meeting of the Club for the purpose of preparing a tentative program and budget for its term of office.
Regular meetings of the Board shall be held at least bi-monthly, except for July and August, and special meetings may be called by the President or any three of its members. The members of the Board can request two weeks' verbal or electronic notice prior to a regular Board Meeting.

Section 10. ACTIVITY COMMITTEES APPOINTED BY THE BOARD - The President and the Board may appoint any activity committee to help the Board and the Club carry out its functions. The chairman of such committees shall report to the Members at the Annual Meeting, and to the Board at their regular or special meetings.

ARTICLE III
THE MEMBERS

Section 1. PERSONS ELIGIBLE FOR MEMBERSHIP - Persons eligible for membership shall be individuals who are interested in furthering the purposes of the Club as stated in the Preamble.

Section 2. CLASSIFICATION OF MEMBERSHIP - Members shall be of three categories: Active, Life and Honorary.

Section 3. LIFE MEMBERS - Any active Member so designated by Board of Directors, or by a plurality vote of the Life and Active members, or by a plurality vote of the members present at the Annual Meeting. A Life member shall be a person who has made a special contribution to the welfare of the Club or who has advanced the objects for which it was organized. Life members shall have all the privileges of membership and are exempt from the annual fee.

Section 4. HONORARY MEMBERS - Any person so designated by a plurality vote of the Board of Directors or by a plurality vote of the members present at the Annual Meeting. Honorary members may consist of any persons who represent Denmark, Texas or The United States in an official capacity (i.e. Ambassador, Pastor, Consul etc.) and membership shall be good only for the length of time of that representation. An Honorary Member may enjoy the social privileges of the Club and are exempt of the annual fee, but may not vote or hold elective office.

Section 5. ACTIVE MEMBERS - Active members shall be those persons eligible for membership and desiring to participate in the affairs and activities of the Club who have been approved for membership by the Membership Committee, subject to criteria established by the Board of Directors and who have paid their current annual dues to the Club. Each Active Member shall be entitled to one (1) vote on each matter submitted to a vote by the Club.

Section 6. TERMINATION OF MEMBERSHIP - The Board of Directors, by a two-third vote of all its members, may suspend or expel an Active member for cause after the member has had an appropriate hearing.

Section 7. ANNUAL OR SPECIAL MEETINGS OF THE CLUB - All meetings of the Club shall be conducted in accordance with Rules of Order set by the Board of Directors. Minutes of all proceedings of the Club shall be recorded by the Secretary in a journal provided for that purpose and kept on hand at each meeting of the Club. A quorum shall consist of the lesser of 15% of the total Life and Active membership or 20 members, as defined in Sections 3 and 5 of this Article.
Notice of Annual and Special meetings of the Club shall be given in writing and shall specify the place, date, hour and the proposed items of business to be considered at the meeting. Such notice shall be mailed to all Life and Active members of the Club not less than two weeks prior to the meeting. Electronic mail is considered valid mail only if the member has agreed to be participating in an e-mail link.
The Annual Meeting of the Club shall be held during the month of April no later than in connection with the Danish Constitution Day Celebration, in the Greater Houston area. The Annual Meeting may be combined with a social or cultural event of general interest to the Members. Officers of the Club shall be elected at this Annual Meeting by the life and active membership of the Club. (Amended June 1998)
Special meetings may be called by the President with a plurality of the Board of Directors. At the request of 25% of the life and active membership of the Club, the President is required to call a Special meeting of the Club.
Call for Annual Meeting or Special Meeting must be accompanied by an Agenda for the meeting. The agenda is set by the Board, however the agenda for the Annual Meeting must as a minimum include the following items:
1. Election of Chair of Meeting
2. President's Report for the Year
3. Treasurer's Financial Report for the Year
4. Approvals, and Decharge of Board of Directors.
5. Elections:
a) President
b) Vice-President
c) Treasurer
d) Secretary
e) Committee Coordinators
e) Two Substitutes
f) Two Auditors
6. New Activities
7. Sundry
ARTICLE IV
ELECTIONS

Section 1. ELECTION OF OFFICERS - Election of Officers of the Club shall be conducted at the Annual Meeting. Election requires that a quorum of the lessor of 15 % of the total life and active membership or 20 members are present to cast their vote.
All nominations for office takes place at the Annual Meeting by the Life and Active membership and requires acceptance by the nominee prior to the Vote. No members can nominate themselves for office.
If requested by at least one member, Votes at the Annual Meeting must be cast in writing.

Section 2. PROXIES - At any meeting of the Club any Life or Active member may vote by proxy executed by him in writing not more than one month in advance of the meeting.

ARTICLE V, FINANCIAL AFFAIRS

Section 1. FISCAL YEAR - The fiscal year of the Corporation shall begin on the first day of April and end on the last day of March of each year. The Fiscal Year 2000 shall be extended until March 31, 2001. (Amended June 2000)

Section 2. DUES - The Board of Directors shall determine the amount of the annual dues payable to the Club by its members. Dues shall be payable in advance on the last day of January of each and every year. The Board may differentiate the annual Due by membership categories to be decided by the Board.

Section 3. CHECKS - All checks or other monetary binding documents shall be signed by two Officers, one of who must be the President or the Treasurer. No officer can on his own bind the Club towards any third party.

Section 4. DEPOSITS - All funds of the Club shall be deposited in such bank, trust company or other depository as the Board of Directors may approve.

Section 5. SPECIAL FUNDS - The Board of Directors may determine by resolution that certain funds of the Club shall be set aside for special purposes. No withdrawals can be made from such fund unless approved by the Board of Directors and signed by both the President and the Treasurer of the Club.

Section 6. DISSOLUTION OF THE CLUB - In the case of dissolution of the Club, all funds, properties and other assets shall be deposed of and donated to charities of the members' choice in accordance with the purposes of the Club as set forth in the Preamble of these By-Laws.

Section 1. AMENDMENTS - The Board of Directors or the lesser of 10% of the total life and active membership or 15 members as defined in Article IV, Section 3 and 5, may propose amendments to these By-Laws. Such proposed amendments shall be submitted to the life and active membership of the Club at the first regular meeting for the purpose of approving, modifying or rejecting the proposal. Approval shall require a plurality vote of a quorum present at the meeting.