By-Laws

BY-LAWS OF THE AMERICAN FRIENDS OF THE DLA MARBACH, INC. A NOT-FOR-PROFIT CORPORATION

ARTICLE I: ORGANIZATION

1. The name of the organization shall be American Friends of the DLA Marbach, Inc. short: American Friends of Marbach. 2. The organization shall have a seal which shall be in the following form: In the middle are the letters “af” at the top in red and small and “m” in blue and large with the words “American Friends of (in blue) Marbach, Inc. (in red)” circling around it. 3. The organization may at its pleasure by a vote of the membership body change its name.

ARTICLE II: PURPOSES

1. The following are the purposes for which this organization has been organized: The American Friends of Marbach is a group of individuals, institutions and organizations that will strengthen the links between the German Literature Archive Marbach, Germany, and a broader American public, academic as well as general. It aims especially at an academic exchange by funding American students of German Studies who want to do research in Marbach. For this purpose the American Friends of Marbach award travel grants. 2. Notwithstanding other language and provisions in the creating document and the Articles of Incorporation, on file at the Department of State in Tallahassee, Florida, the purposes will be limited exclusively to exempt purposes within the meaning of IRC 501 (c) (3).

ARTICLE III: MEMBERSHIP

Membership in this organization shall be open to all who wish to fulfill the aforementioned purposes; academic teachers, academic and scientific institutions, commercial and scholarly organizations and foundations as well as private persons can become members.

ARTICLE IV: MEETINGS

1. The annual membership meeting of this organization shall be held during the annual conference of the German Studies Association. In addition, the board of directors will meet annually in Marbach, Germany, or at a suitable place in the United States. 2. Special meetings of this organization may be called by the president when he/she deems it in the best interest of the organization. Notices of such meeting shall be sent to all members at their addresses as they appear in the membership roll book at least thirty (30) days before the scheduled date set for such a special meeting.

ARTICLE V: VOTING

At all meetings, except for the election of officers and directors, all votes shall be by voice. For election of officers, secret ballots shall be provided. In case of a tie, the president will decide.

ARTICLE VI: BOARD OF DIRECTORS

The business of this organization shall be managed by a Board of Directors consisting of no more than twelve (12) members, together with the officers of this organization. The directors and officers of this organization shall be chosen at the annual meeting of this organization and they shall serve for a term of four (4) years. Each director and officer may be reelected once, the outgoing president becomes an ex-officio member of the board of directors for one term. Two thirds of the members of the Board of Directors shall constitute a quorum. Each director shall have one vote and such voting may not be done by proxy. This rule does not count the first four years of the founding process of AFM.

ARTICLE VII: OFFICERS

The initial officers of the organization shall be as follows: Honorary Chairman, President, Vice President, Secretary, Treasurer.

The President shall preside at all membership meetings. He/she shall by virtue of his/her office be Chair of the Board of Directors. He/she shall present at each annual meeting of the organization an annual report of the work of the organization. He/she shall appoint all committees, temporary or permanent. He/she shall see all books, reports and certificates required by law are properly kept or filed. He/she shall be one of the officers who may sign the checks or drafts of the organization. He/she shall have such powers as may be reasonably construed as belonging to the chief executive of any organization.

The Vice President shall in the event of the absence or inability of the President to exercise his/her office become acting president of the organization with all the rights, privileges and powers as if he/she had been the duly elected president.

The Secretary shall keep the minutes and records of the organization in appropriate books. He/she shall give and serve all notices to members of this organization. He/she shall be the official custodian of the records and seal of this organization. He/she shall present to the membership at any meetings any communication addressed to him/her as Secretary of the organization. He/she shall submit to the Board of Directors any communications which shall be addressed to him/her as Secretary of the organization. He/she shall circulate the updated membership list annually to all members of this organization.

The Treasurer shall have the care and custody of all monies belonging to the organization and shall be solely responsible for such monies or securities of the organization. It shall be his/her duty to file any certificate required by any statute, federal or state. The funds of the organization will be deposited in a checking account, a simple savings account or other low-risk investment services. He/she must be one of the officers who shall sign checks or drafts of the organization. No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it. He/she shall render at stated periods as the Board of Directors shall determine a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board of Directors of such meeting. He/she shall exercise all duties incident to the offices of the Treasurer.

ARTICLE VIII: DUES

The dues of this organization shall be $ 30 per annum and shall be payable on February 15. Supporting membership shall be $ 250 p. a. Life membership shall be by a one-time payment of $ 1,500. Students can become members free of charge, but will have to pay regular dues as soon as their student status has ended.

ARTICLE IX: AMENDMENTS

These By-Laws may be altered, amended, repealed or added to by an affirmative vote of not less than two thirds of the members of the board of directors.

ARTICLE X: DISSOLUTION

Upon the dissolution of this organization, assets shall be distributed for one 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.

Date of Adoption and Approval: June 21, 2012.

 

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(C) American Friends of Marbach