American-Scottish Foundation Bylaws

TABLE OF CONTENTS

Article 1 - Name, Purpose
Article 2 - Membership
Article 3 - Meetings of Members
Article 4 - Board of Directors
Article 5 - Committees
Article 6 - President or Executive Director and Staff
Article 7 - Amendments
Article 8 - Board Policies
Article 9 - Fiscal Year, Books and Records


ARTICLE 1 - NAME, PURPOSE

Section 1:

The name of the organization shall be The American-Scottish Foundation, Inc.

Section 2:

The purposes of The American-Scottish Foundation, Inc. (hereinafter referred to as ASF), are as follows: to encourage Americans of Scottish descent, Scots living both in the United States and Scotland, and all others friendly to Scotland and the Scottish people, to engage in activities which will create a closer relationship between the American and Scottish people, through the pursuit of contemporary social, cultural, educational, philanthropic, and economic interests and activities. The ASF strives to emphasize not only the great heritage of Scotland, but to present the current problems, interests, needs, and general development of Scotland’s Diaspora today; to publicize the great contributions made by Scots to the foundation and development of the United States, to establish and maintain a permanent cultural, social and informational center for Scotland highlighting the modern, vibrant society of today’s Scotland, in the United States called Scotland House that serves as the ASF headquarters, where educational, travel and informational literature and pamphlets are available and historical research and other activities related to friendship and co-operation between the American and Scottish people can be conducted, and, in general, to foster a close, practical and reciprocal friendship between Scotland and the United States and the people of both countries through commerce, the arts and all other appropriate activities. For ASF corporate members, Scotland House can be a resource to foster relationships among American and Scottish businesses to find opportunities of mutual benefit.

Section 3:

The ASF shall be based at 10 E. 39th Street, Suite 1110, New York, NY 10016 or such other place as the Board shall decide.

Section 4:

The ASF shall have all of the general powers set forth in Section 202 of the New York Not-For-Profit Corporation Law, be a qualified organization under Internal Revenue Code Section 501(c)(3), including the power to privately solicit and receive grants, bequests and contributions for the purposes set forth in Article I.


ARTICLE II - MEMBERSHIP

Section 1:

Application for membership shall be open to any person over 18 years of age or any public or private organization interested in furthering the purpose of the ASF, or active in support of the ASF.

Section 2:

Membership shall be granted upon a majority vote of the Board. The Board shall have the right to deny, or terminate for cause, the membership of any person, or organization.

Section 3:

The Board shall have the authority to establish and define nonvoting categories of membership. Wallace Award recipients are honorary life members. Honorary life members and honorary patrons do not have a vote. They will, of course, have a vote if they pay their annual membership dues.

Section 4:

The Board may delegate to a committee or the Chair acting with the Executive Director or the President the review of the approval process for membership. The Chair, the Executive Director, or the President or a committee, if one exists, will report its/his/her findings on a periodic basis.

Section 5:

All members shall be required to comply with these Bylaws and any policies, regulations and resolutions adopted by the Board. A failure to perform one or more of such obligations including, but not limited to, a failure to pay dues shall then be grounds to consider such Member not to be in good standing.

Section 6:

All members are required to pay Annual Dues, as specified in the ASF membership document. A member who has failed to pay dues within sixty (60) days of receipt of the annual notice shall be deemed not to be in good standing and shall not be entitled to exercise the privileges accorded to membership, including, but not limited to, the right to vote.

Section 7:

Membership may be terminated anytime by the member upon written notice to the Secretary, the Executive Director, the President or Chair.

Section 8:

Membership may be terminated by the ASF for cause, if in the opinion of the Board Members, a Member’s actions have been deemed to have adversely affected the interest, or reputation, of the ASF.


ARTICLE III - MEETINGS OF MEMBERS

Section 1:

Annual Meeting. The date of the regular Annual Meeting shall be set by the Board of Directors who shall also set the time and place.

Section 2:

Special Meetings. Special Meetings of the members may be called by the Chair, the Executive Committee (defined in Article IV, Section 2 below), or a simple majority of the Board. A petition signed by twenty percent of the voting members may call a special meeting.

Section 3:

Notice. A notice of each meeting shall be given to each voting member, by mail, not less than ten business days before the meeting.

Section 4:

Proxies. Every individual member shall be entitled to vote, and that shall be for one vote in person or by proxy.

Section 5:

Voting. All issues to be voted on shall be decided by a simple majority of those present or by proxy at the meeting in which the vote takes place. Voting may also be decided without a meeting by a simple majority of those submitting a proxy.


ARTICLE IV - BOARD OF DIRECTORS

Section 1:

Board Role, Size, Composition. The Board is responsible for overall policy and direction of the ASF, and shall delegate responsibility for day-to-day operations to the ASF’s selected officers: Chair, President, Executive Director, Secretary, Treasurer and committees, as appropriate. The Board shall have up to twenty-five members, a majority of whom must be United States Citizens. Members of the Board of Directors receive no compensation other than reasonably documented expenses. However, the Board may, at its discretion, elect a Board Member to be an operating officer of the ASF and in such case may compensate that Board Member commensurate with the market rate for that position. Further, the Board may, by a two-thirds vote, elect an employee of the ASF to be Chair of the Board of Directors, President or Executive Director. The Board must document in writing the basis for such action.

Section 2:

Meetings. The Board shall meet at least quarterly, at an agreed upon time and place. Board meetings may be added for important business, at the discretion of the Chair, President, Executive Director or the majority of the Board. The vote of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board.

Section 3:

Notice. The Secretary, President or Executive Director shall notify Board Members not less than ten business days before the Board Meeting. This notice provision may be waived by a majority of the Board members, voting in person or by proxy. The agenda for each Board Meeting shall be provided to each Board Member, in an appropriate manner, not less than two business days before the meeting. Urgent items which have arisen after the deadline of two business days may be put on the agenda under AOB – Any Other Business.

Section 4:

Attendance. Attendance at Board Meetings must be in person, by telephone, or by teleconference technology so long as proper notice is given to the Secretary, and the technology used provides every Board Member in attendance the opportunity to hear, respond, and vote. Board Members shall be expected to attend all Board meetings, but may vote by proxy. Any such vote by proxy shall be ratified in writing by the Secretary, President or Executive Director, and such ratification shall be recorded in the minutes of the meeting at which the vote by proxy occurred.

Section 5:

Board elections. New Board Members and current Board Members shall be elected or re-elected by the voting representatives of members at the Annual Meeting. Board Members will be elected by a simple majority of members and proxies present at the Annual Meeting.

Section 6:

Vacancies. When a vacancy on the Board exists, nominations for new Board Members shall be received from the Chair, President, Executive Director, Board Member, or a Nominating Committee, if one exists, by the Secretary at least two weeks in advance of a Board Meeting. These nominations shall be sent out to Board members with the regular Board Meeting announcement, to be voted upon at the next Board Meeting. All vacancies caused by the resignation of a Board Member will be filled to the end of the Board Member’s term or otherwise will be filled at the next Annual Meeting.

Section 7:

Nominating Procedure. The nominating Board Members or the Nominating Committee, if one exists, shall perform a due diligence investigation on a nominee for fitness to serve on the Board in accordance with the Board Policies Manual (see Article VIII, Section 1). Candidates shall be “independent” as defined in the Board Policies. The nominating Board Members or the Nominating Committee shall report its findings to the Board at the next Board Meeting following completion of the investigation, and the Board shall vote on whether to continue the nomination procedure at this meeting. If the Board resolves to continue the nomination procedure, the nominating Board members or the Nominating Committee shall then extend an offer of nomination to the Board to the nominee. If the nominee accepts the offer, the Chair, the nominating Board Member or the Nominating Committee shall forward the nomination to the Secretary two weeks in advance of the next Board Meeting. The nominee shall be elected to the Board by a simple majority of Board Members.

Section 8:

Terms. At each Annual Meeting, the membership will be provided with the elected slate of Board Members, and will vote to affirm or deny their election for a period ending with the next Annual Meeting. Any Board Member may be removed for cause by a majority vote of the Board Members. Cause exists where the actions of a Board Member have been deemed by a majority of the Board Members to have adversely affected the ASF, or its reputation, or be found in violation of the ASF Conflict of Interest Code as specified in the ASF Policies and Procedure Manual. The Board Member first will be given specific details of the alleged misconduct and an opportunity to defend himself or herself at a Board hearing, called with reasonable notice by the Secretary.

Section 9:

Quorum. A quorum shall consist of at least fifty percent of the Board Members. There must be a quorum at a Board meeting before decisions can be made, or motions voted on, or passed.

Section 10:

Officers and Duties. There shall be four officers of the Board consisting of a Chair, Vice Chair, Secretary, and Treasurer (as defined in Article V, Section 2, the “Executive Committee”). In addition, there may be an Executive Director and/or a President, who shall attend all Board Meetings in that capacity only, except when the Board is meeting in Executive Session. The Board may, at its sole discretion, elect to elevate the President and/or Executive Director to full Board membership including voting rights. In such case, the President and/or Executive Director will then attend all meetings in Executive Session. The officers shall be elected by the Board at the Board Meeting immediately following the Annual Meeting. Their duties are as follows:

The Chair shall convene regularly scheduled Board Meetings, shall preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: Vice Chair, Secretary and Treasurer. If there is a resignation or removal of a Chair, the Vice Chair shall serve as such until the Board Members have an opportunity to hold a vote to fill the position.

The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all Board Meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board Member and assuring that corporate records are maintained.

The Treasurer, who should be an accountant or other person with financial credentials, shall make a report at each Board Meeting. The Treasurer shall chair the Audit Committee, and with the assistance of the President and/or the Executive Director prepare the budget, supervise the finances and investments of the ASF, supervise the activities of the Development Committee, if one exists and make financial information available to Board Members, the membership and, as appropriate, the public.

The President or Executive Director will be the senior operating officer of the ASF, responsible for day-to-day operations, and will give a report on the status of the current operation of the ASF, initiatives planned and also present an annual budget for the review and approval of the Board. If there is no President, the Executive Director will be the senior operating officer of the ASF. The President and/or Executive Director shall be present at all Board Meetings, ex officio, except when the Board is in Executive Session, unless the Board has elected to elevate that individual to full Board membership. No one Board member shall hold more than one officer post at any one time.

Section 11:

Resignation, Termination, and Absences. Resignation from the Board must be in writing and received by the Secretary. A Board Member, upon majority vote of the Board, may be dropped from the Board for excess absences from Board Meetings. A Board Member may be removed for cause or failure to make, directly or indirectly, the financial and other contributions required of all Board Members as set forth in the Board Policies and Procedures Manual.

Section 12:

Special Meetings. Special meetings of the Board shall be called upon the request of the Chair or one-third of the Board. Any such request must state the purpose of the meeting. Only business specified in notices of special membership meetings shall be transacted at such meetings. Notices of special meetings shall be sent out by the Secretary to each Board Member not less than two weeks in advance.

Section 13:

The Board shall set dues schedules annually for membership and may establish such categories of membership as the Board shall deem appropriate.

Section 14:

Real Property. No purchase or sale of real property shall be made by the ASF except in accordance with the laws of the State of New York applicable to not-for-profit corporations.

Section 15:

Related Party Transactions. The Board must ratify any Related Party Transactions after determining such transactions are in the ASF’s best interest.

Section 16:

All Board members as well as all employees and associates of the ASF will comply with the attached Conflict of Interest Policy and will report annually on the form attached thereto by e-mail or other acceptable conveyance to the Treasurer.

ASF CONFLICT OF INTEREST POLICY STATEMENT OF OTHER CORPORATE AND TRANSACTIONAL RELATIONSHIPS FORM

ASF Conflict of Interest Policy Definitions and Procedures

Section 17:

The Board and all employees and associates of the ASF will comply with the attached anti-nepotism policy.

ASF ANTI-NEPOTISM POLICY


ARTICLE V – COMMITTEES

Section 1:

The Board may create ASF committees as needed. Standing committees shall include the Executive, Personnel, Development, Audit and Nominating Committees. The Board appoints all committee chairs. Other than the Executive, Personnel and Audit Committees, Committee Chairs need not be members of the Board.

Section 2:

Executive Committee. The four officers, the President or the Executive Director serve as the members of the Executive Committee. The Executive Committee shall be chaired by the Chair of the Board and in his or her absence by the Vice Chair. Except for the power to amend the Articles of Incorporation and Bylaws, the election or removal of directors and officers of the ASF, the approval of a plan of merger or dissolution or the sale, lease exchange or other disposition of all or substantially all of the assets of the ASF, the Executive Committee shall have all of the powers and authority of the Board in the intervals between meetings of the Board, subject to the direction and control of the Board.

Section 3:

Audit Committee. The Treasurer is chair of the Audit Committee, which includes two other Board Members and the President or Executive Director ex officio unless that individual has been elected to full membership by the Board. The Audit Committee shall have responsibility for ASF’s auditing, accounting and control functions. In the event ASF engages an outside accounting firm to compile, review or audit its financial books and records, the Audit Committee shall serve as liaison between ASF and its outside accountants. The Audit Committee shall have oversight of the ASF finances, fund raising plans and the financing involved with such activities as the engaging of outside contractors. The Board must approve the budget and any major change in the budget must be approved by the Board or the Executive Committee. Quarterly reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the ASF are public information and shall be made available to the membership, Board Members, and, as appropriate, the public.

Section 4:

Personnel Committee and Hiring Policy. The Personnel Committee shall include three Board Members, the Executive Director ex officio and/or President ex officio. The Board as a whole is responsible for hiring the Executive Director or the President. The Executive Director and the President, in consultation with the Executive Committee and the Chair, are responsible for hiring and supervising other staff. The Personnel Committee shall operate as a grievance committee, and is responsible for developing a personnel policy. The Personnel Committee shall also review and recommend compensation for the paid personnel of the ASF. During review of the compensation of the President or Executive Director, that individual whether having ex officio or full board membership status shall be excluded from such discussions.

Section 5:

Development Committee. Other than membership dues, the Development Committee shall be responsible for creating and implementing all ASF income producing activities consistent with policies established by the Board, including but not limited to: membership development, individual, organizational or corporate; annual giving; capital and endowment campaigns; special events; sponsorships; terms and establishing terms and conditions for corporate memberships and strategic alliances; and bequests.

The Treasurer with the cooperation of the President or Executive Director, in consultation with the Development Committee, will submit for the Board’s approval an annual plan and budget for each year’s proposed development activities together with a report on the status of any long-term plan in effect no later than the last Board meeting of the preceding year.

The Development Committee may be chaired by an individual who is not a member of the Board. The Development Committee shall contain at least one Board member. The Chair shall be a member of the Development Committee ex officio.

Section 6:

Nominating Committee. A Nominating Committee shall be appointed by the Board and shall have three Board Members and shall seek the input of the President or the Executive Director. The Chair shall not serve on the Nominating Committee in any capacity. The Nominating Committee members shall serve two-year terms when there are fewer than 12 Board members, or one-year terms when there are 12 or more Board members. The Nominating Committee shall be responsible for developing nominees for Board elections, Board committees, and planning for Board training and leadership development.


ARTICLE VI –PRESIDENT OR EXECUTIVE DIRECTOR AND STAFF

Section 1:

The President or Executive Director is hired by the Board with compensation as determined by the Personnel Committee. Such individual will report on the progress of the ASF, answer questions of Board members and carry out the duties described in the job description. The President or Executive Director serves ex officio on all committees unless such person is elevated by the Board to full membership. The Board can designate other duties as necessary.


ARTICLE VII - AMENDMENTS

Section 1:

The Board of Directors may elect to amend the bylaws of the ASF. Such changes must be passed by a two-thirds vote of the Board Members and will not require the approval of the Membership. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.


ARTICLE VIII – BOARD POLICIES

Section 1:

The Board shall have a subsidiary document, titled Board Policies, complementary to the Bylaws, to enable the effective, prudent and responsible day-to-day running of the ASF to be consistent with its purpose.


ARTICLE IX – FISCAL YEAR, BOOKS AND RECORDS

Section 1:

The Fiscal year of the ASF shall begin on January 1st of each year and shall end December 31st.

Section 2:

Books and records of the ASF shall be maintained at Scotland House or at such other location as the Board shall determine. The Secretary of the ASF shall be responsible for maintaining the ASF minutes books.