Bylaws

DANISH CANADIAN NATIONAL MUSEUM SOCIETY BYLAWS

General Operating By-law No. 2
A by-law relating generally to the conduct of the affairs of
Danish Canadian National Museum
(the “Corporation”)

BE IT ENACTED as a by-law of the Corporation as follows:

Membership
1. a) Membership in the Corporation shall be persons interested in furthering the objects of the Corporation, and shall consist of anyone who has applied for membership and has paid such membership fee as is due.
b) A corporation or other organization may be a Member of the Corporation, and shall pay the specified membership fee. That corporation or other organization shall determine what person shall on its behalf exercise its rights as a Member, and shall advise the Corporation of the name of that person.
c) Any Member ceases to be a Member if the required membership fee is not paid within one year from the expiration of the previous membership. Any rights of a Member cease on the termination of membership.
d) A membership may not be transferred from a Member to any other person or organization.

2. Any Member may be required to resign from membership in the Corporation by a vote of three-quarters (3/4) of the Members at an Annual General Meeting.

3. a) The membership fee for various classes of membership shall be as established from time to time by the Board of Directors.
b) Any membership fee paid is not refundable.

Head Office
4. The head office of the Corporation shall be located in conjunction with the Danish Canadian National Museum, in the County of Red Deer, Alberta, adjacent to the hamlet of Dickson, Alberta.

Corporate Seal
5. The Corporation shall have a corporate seal.

Fiscal Year
6. Unless otherwise ordered by the Board of Directors, the fiscal year-end of the Corporation shall be the last day of December.

Board of Directors
7. The property and business of the Corporation shall be managed by a Board of Directors, which may by resolution of the Board of Directors be designated as the Board of Governors.

8. A Director shall be a Member of the Corporation.

9. a) The Board of Directors shall consist of not less than twelve (12) Directors, and not more than twenty-five (25) Directors.
b) The Board of Directors shall be divided into two (2) classes.
The first class of Directors shall consist of a maximum of twenty-one (21) Directors, who shall be elected by the Members at Annual General Meetings of the Corporation. Except as is provided below, a Director shall be elected to hold office for a term of three-years. Insofar as is possible the Directors shall be elected such that seven (7) Directors are elected at an Annual General Meeting, seven (7) at a subsequent Annual General Meeting, and seven (7) at a next subsequent Annual General Meeting.

A Director in the first class may be elected for less than three years to complete the uncompleted term of a Director previously elected who is no longer a Director. In such event, the term of such Director shall be clearly recorded in the Minutes of the Annual General Meeting.

The second class of Directors shall consist of a maximum of four (4) Directors who may be appointed to the Board of Directors, by the Board of Directors, to serve a special purpose, or to represent a designated organization or region, or to provide for the appointment to the Board of Directors of the immediate past President. Directors so appointed shall be appointed for a one-year term only. Any Director so appointed may be re-appointed.

c) Any Director may be re-elected to the Board of Directors.

10. a) The office of Director shall be automatically vacated:
a. if a Director shall resign his office by delivering a written resignation to the Secretary of the Corporation; or
b. if he is found to be a lunatic or becomes of unsound mind; or
c. if without having given notice of his intended absence he is absent from four consecutive regular meetings of the Directors for which notice was given to him; or
d. if at a General Meeting of Members a Special Resolution is passed by the Members present at the Meeting that he be removed from office; or
e. on death.

b) In the case of c. above, the Board of Directors, either at the meeting from which the said Director was absent without giving notice, or at a subsequent meeting, may by majority vote agree that the Director may be excused from attending that meeting or any other meeting or meetings for the reason that the Director had a valid and acceptable reason for not having given notice of his intended absence. In that event, the Director’s absence from such meeting or meetings shall not be cause for the office to be automatically vacated pursuant to c) above.

If any vacancy shall occur for any reason stated in this paragraph, the Directors by majority vote may appoint a Member of the Corporation to fill the vacancy until the next Annual General Meeting at which time an election may take place to fill the remaining portion of the original term.

11. a) Directors shall not receive any remuneration for their services as members of the Board of Directors. However, this shall not preclude a Director from serving the Corporation in any other capacity, including as an officer, and receiving compensation therefore. No Director shall directly or indirectly receive any profit from his position as a member of the Board of Directors. A Director may be paid reasonable expenses incurred by him in the performance of his duties, including any cost incurred by his attendance at meetings, including Directors meetings.
b) Any Director who is engaged in, or is a member of a firm engaged, in any business or profession may act in and be paid the usual professional cost and charges for any professional business required to be done by that firm in connection with the administration of the affairs of the Corporation.

12. a) Every Director or officer of the Corporation, or any other person who has undertaken or is about to undertake any liability on behalf of the Corporation or any company controlled by it, and their heirs, executor and administrator, and estate and effects, respectively, shall at all times, be indemnified and saved harmless by the Corporation, from and against all costs, charges and expenses which such Director, officer or other person sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him, or in respect of any act, deed or matter or thing whatsoever, made, done or permitted by him, in or about the execution of the duties of his office or in respect of any such liability all other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof.
b) Notwithstanding the foregoing, such costs, charges or expenses as are occasioned by the Director’s or officer’s or other person’s own willful neglect or default shall not be indemnified by the Corporation.
Authority and Responsibility of the Board of Directors

13. a) The Board of Directors may administer affairs of the Corporation in all things and make or cause to be made for the Corporation, in its name, any kind of contract which the Corporation may lawfully enter into and, save as hereinafter provided, generally may exercise all such powers and do all such other acts or things as the Corporation is authorized to exercise and
do.
b) The Board of Directors may borrow and grant security without authorization of the Members.
c) The Board of Directors shall have the power to make and authorize expenditures on behalf of the Corporation for the purpose of furthering the objects of the Corporation.
d) The Board of Directors may by resolution delegate to an officer or officers of the Corporation the authority to employ and pay salaries to employees. The Directors may by resolution delegate to any employee engaged in a supervisory or management position the authority to employ and pay salaries to employees.
e) The Board of Directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the Corporation in accordance with such terms as the Directors may prescribe.
f) The Board of Directors shall take such steps as it may deem necessary and appropriate to enable the Corporation to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the Corporation.

14. a) Contracts, documents or any instruments in writing requiring the signature of the Corporation shall be signed by any two officers, provided that the Board of Directors shall have the power from time to time by resolution to appoint any two Directors, or any Director in combination with an employee engaged for the management of the Corporation, to sign an instrument for the payment of accounts. In either case, all contracts, documents and instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality.
b) The Board of Directors may from time to time by resolution appoint an officer or officers on behalf of the Corporation to sign specific contracts, documents and instruments in writing. The Board of Directors may give the Corporation’s power of attorney to any registered dealer in securities for the purposes of the transferring or the dealing with any stocks, bonds, and other securities of the Corporation. The seal of the Corporation when required may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers appointed by resolution of the Board of Directors.

15. The Board of Directors shall see that all necessary books and records of the Corporation required by the by-laws of the Corporation or by any applicable statute or law are regularly and properly kept.

16. The Board of Directors may appoint committees whose members will hold office at the will of the Board of Directors. The Board of Directors shall determine their duties and may fix, if any, their remuneration.

17. The Board of Directors may, as it deems expedient, prescribe rules and regulations not inconsistent with this By-law relating to the management and operation of the Corporation.

Meetings of the Board of Directors
18. a) Meetings of the Board of Directors may be held at any time and place determined by the Board of Directors, provided that seven (7) clear days’ notice of such meeting shall be provided to each Director either electronically or by regular mail.
b) No error or omission in the delivery of notice of any meeting of the Board of Directors or any adjourned meeting of the Board of Directors shall invalidate such meeting or make void any proceedings taken at that meeting. Any Director may at any time waive notice of such meeting and may ratify, approve and confirm any and all proceedings taken or had at that meeting.

19. a) A quorum for a meeting of the Board of Directors shall be six (6) Directors.
b) Each Director is authorized to exercise one (1) vote.

20. There shall be at least one (1) meeting per year of the Board of Directors.

21. a) Where all Directors consent, a Director may participate in a meeting of the Board of Directors by means of telephone or other telecommunication facilities. Such meeting by means of telephone or other communication facilities shall permit all persons participating in a meeting to hear each other.
b) A Director participating in a meeting in this manner shall be recognized and recorded as being present and participating in the meeting. A Director participating and present in this manner is entitled to vote. No Director may vote other than by being present at the meeting.

22. A resolution in writing signed by all of the Directors is as valid as if it had been passed at a meeting of the Board of Directors.

Officers
23. a) The officers of the Corporation shall be a President, a First Vice-President, a Second Vice-President, a Secretary, a Treasurer, and such other specified officers as the Board of Directors may by resolution determine.
b) Officers of the Corporation shall be appointed by resolution of the Board of Directors at a meeting of the Board of Directors. Such meeting may be referred to as the organizational meeting. Such meeting shall be held not less than two months following each Annual General Meeting. In the event of a vacancy, for any reason, in any of the offices of the Corporation before the next following organizational meeting, the Board of Directors may appoint another Director to that office, who shall serve until the conclusion of the next following organizational meeting.
c) All officers shall be Directors of the Corporation. An officer shall cease to be an officer of the Corporation if he cease to be a Director, or if he is removed from office by a two-thirds (2/3) vote of the Board of Directors.
d) Except for officers who have been Directors of the Corporation and whose term as Director has concluded, officers of the Corporation shall hold office from the date of appointment until the end of the next following organizational meeting.

24. a) The President shall be the Chief Executive Officer of the Corporation. He shall preside at all meetings of the Corporation and of the Board of Directors. He shall be responsible for the general and active management of the affairs of the Corporation. He shall see that all orders and resolutions of the Board of Directors are carried into effect.
b) The First Vice-President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall perform such other duties as may from time to time be directed by the Board of Directors.
c) The Second Vice-President shall, in the absence or disability of the President and the First Vice-President, perform the duties and exercise the powers of the President, and shall perform such other duties as may from time to time be directed by the Board of Directors.
d) The Treasurer shall have the custody of the funds and securities of the Corporation, and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the Corporation in the books belonging to the Corporation, and shall deposit all moneys, securities, and other valuable effects in the name and to the credit of the Corporation and in such chartered bank or trust company, or, in the case of securities, in such registered dealer in securities as may be designated by the Board of Directors from time to time. He shall disburse the funds of the Corporation as may be directed by proper authority, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors at the regular meeting of the Board of Directors, or whenever they may require it, an accounting of all the transactions and a statement of the financial position, of the Corporation. The Treasurer shall also perform such other duties as may from time to time be directed by the Board of Directors. The Treasurer may delegate any or all of his duties and responsibilities to an employee or agent of the Corporation approved by the Board of Directors, and shall, notwithstanding such delegation, supervise such employee and shall be responsible to the Board of Directors for the execution of such delegated duties and responsibilities. Any such delegation shall be in writing and shall state the duties and responsibilities which he has delegated. The Treasurer shall report such delegation to the Board of Directors.
e) The Secretary may be empowered by the Board of Directors, upon resolution of the Board
of Directors, to carry on as necessary and appropriate the affairs of the Corporation, generally
under the supervision of the President. The Secretary shall attend all meetings and act as clerk thereof, and shall record all votes and minutes of all proceedings in the books to be kept for that purpose, or shall ensure that in his absence such shall be done by another designated person. The Secretary shall give or cause to be given notice of all meetings of the Members and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the President, under whose supervision he shall be. The Secretary shall be the custodian of the seal of the Corporation, or shall ensure its proper custody. He or the person who otherwise has custody of the seal shall otherwise deliver it only when authorized by a resolution of the Board of Directors to do so, and to such person or persons as may be named in the resolution.

Management Committee
25. Following an Annual General Meeting of the Corporation, the Board of Directors may by resolution appoint a Management Committee. Such appointment shall occur no later than at the organizational meeting of the Board of Directors. With the exception of those Directors whose term on the Board of Directors has ended before the next organizational meeting, the appointment of Directors to the Management Committee is effective until the conclusion of the organizational meeting following the next Annual General Meeting.

26. The Management Committee may exercise any or all of the powers of the Board of Directors between meetings of the Board of Directors, except for the limitations and exceptions stated below, and except also for those additional limitations and exceptions which may be stated by the Board of Directors in its appointment of the Management Committee. The Management Committee may expend funds pursuant to the approved budget. The quorum for a meeting of the Management Committee shall be four (4) members of the Committee.

27. The powers of the Management Committee shall not include any of the following, nor shall they be authorized by the Board of Directors:
a. the calling or conducting of any General Meeting of the members of the Corporation;
b. the report of the Board of Directors to the Annual or any other General Meeting of the Members of the Corporation;
c. the recommendation to a General Meeting of the Members of the Corporation of any amendment to the By-laws of the Corporation;
d. the nomination for election, or the appointment, of any person to the Board of Directors;
e. the duties or powers of the Board of Directors for the execution of documents;
f. the appointment of a person or persons to review the accounts of the Corporation; and
g. the rescinding or reconsideration of any decision of the Board of Directors.

28. The Management Committee shall be comprised of the following Directors:
a. the President,
b. either of the First Vice-President or the Second Vice-President,
c. either of the Treasurer or the Secretary, or both, and
d. a maximum of three other Directors.

29. a) The Management Committee shall submit a report to each meeting of the Board of Directors, stating the actions which it has taken or authorized or approved, if any, since the previous meeting of the Board of Directors.
b)The Board of Directors shall consider the report of the Management Committee, and shall ratify, or not ratify, as the case may be, the decisions and actions of the Management Committee where required.
c) The Board of Directors shall record in the minutes of its meetings the decisions and actions of the Management Committee which the Board of Directors has ratified, and those which it has not ratified.

Chapters
30. a) The Board of Directors may, by resolution, establish a chapter of the Corporation in any one of the Provinces or Territories of Canada. The purpose of any chapter so established shall be to further the purposes of the Corporation within that Province or Territory.
b) The members of a chapter in any Province or Territory shall be those Members of the Corporation who are resident in that Province or Territory.
c) The Board of Directors, when it establishes a chapter, shall by resolution prescribe rules and regulations consistent with this By-Law relating to the management and operation of the chapter so established. Without restricting the generality of the foregoing, such rules and regulations shall include the following:
i. the officers of the chapter, and the manner of their election or appointment;
ii. the financial management of the chapter;
iii. any limitation or restriction of the operation of the chapter;
iv. the reporting of the chapter to the Board of Directors.
d) A chapter shall at all times be subject to the direction of the Board of Directors.
e) The Board of Directors may, by resolution, at any time dissolve or suspend a chapter. When a chapter is dissolved, its previous operations shall, as appropriate and necessary, be assumed by the Board of Directors. The resolution to dissolve a chapter shall specify the manner in which the operations of the chapter shall be assumed by the Board of Directors.

Meetings of Members of the Corporation
31) a) Except as provided herein, the Annual General Meeting of Members of the Corporation shall normally be held in conjunction with the Annual Conference of the Federation of
Danish Associations in Canada. In the event that this is not possible or desirable, the Annual General Meeting shall be held at the head office of the Corporation or at any other place the Board of Directors may determine. In that case the Annual General Meeting of Members of the Corporation shall be held on such day as the Board of Directors shall appoint.
b) Any General Meeting of the Members of the Corporation other than the Annual General Meeting shall be held at the head office of the Corporation or at any other place the Board of Directors may determine. In that case such Meeting of Members of the Corporation shall be held on such day as the Board of Directors shall appoint. The Board of Directors, or the President, or one of the Vice-Presidents, shall have the power to call, at any time, a General Meeting of the Members of the Corporation.

32) A Meeting of Members of the Corporation may be requested by 5% of the Members.

33) A Meeting of Members of the Corporation may be held at a place outside Canada if the Board of Directors so determines.

34) a) Thirty (30) days prior written notice, either electronically or by regular mail, or in the
Corporation’s newsletter, shall be given to each Member of the Corporation of any Annual General Meeting of the Members of the Corporation.
b) Fourteen (14) days prior written notice, either electronically or by regular mail, shall be given to each Member of the Corporation of any Special General Meeting of the Members.
c) No error or omission in giving notice of any Annual or any other meeting of the Members of the Corporation shall invalidate such meeting or make void any proceedings taken thereat.
d) Any Member may at any time waive notice of any such Meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.

35) Each Member present at a Meeting shall have the right to exercise one vote.

36) Ten (10) Members of the Corporation present in person at a Meeting of the Members of the Corporation shall constitute a quorum. If at any time during the Meeting a quorum is not present, the Meeting shall not proceed.

37) Meetings of the Members of the Corporation may not be held by electronic means. No absentee voting by Members by means of proxy, mailed-in ballot, or telephonic, electronic or other communication means shall be allowed.

38) a) At every Annual General Meeting, in addition to any other business that may be transacted, the report of the Board of Directors, the financial statement and the report of the person or persons appointed to review the accounts of the Corporation shall be presented.
b) At an Annual General Meeting the Directors shall be elected in accordance with the provisions of this By-law.
c) Except as provided below, the Members of the Corporation shall at each Annual General Meeting of the Corporation appoint a person or persons to review the accounts of the Corporation and to certify their accuracy. Such person or persons shall hold appointment until the next Annual General Meeting.
d) The Board of Directors may by resolution be authorized by the Members of the Corporation to appoint such person or persons to review the accounts of the Corporation and to certify their accuracy, to hold appointment until the next Annual General Meeting, or to fill any casual vacancy in the appointment. In either of such case the Board of Directors shall report such appointment to the Members of the Corporation at the next following Annual General Meeting.
e) Any person or persons appointed to review the accounts of the Corporation shall not have prepared the accounts of the Corporation or be a member of the Board of Directors. The remuneration of a person or persons appointed shall be fixed by the Board of Directors.

39) Unless otherwise provided in this By-law, any meeting of Members shall be governed by Bourinot’s Rules of Order, latest edition.

40) a) At all meetings of Members of the Corporation, every question shall be determined by a simple majority of votes except in the case of a Special Resolution or unless otherwise specifically provided by statute or by this By-law.
b) Voting shall normally be by a show of hands, provided that any Member entitled to vote may request that a vote be by ballot, in which case the vote shall be by ballot.
Retention and Availability of Documents

41) The minutes of a meeting of the Board of Directors shall be available to the Board of Directors, each member of which shall receive a copy of such minutes. The minutes of a meeting of the Board of Directors shall not be available to the general membership of the Corporation, provided that the Board of Directors may authorize their release upon request.

42) Electronic records of all documents of the Corporation is permitted. When requested, such electronic document shall be made available in a printed version.

43) Members shall be given notice that annual financial statements are available from the registered office of the Corporation.

Amendment of General Operating By-Law No. 2 and Any Other By-law
44) The by-laws of the Corporation not embodied in the Letters Patent or the Articles of Continuance of the Corporation may be repealed or amended by by-law enacted as a Special
Resolution at a meeting of the Members of the Corporation duly called for the purpose of considering the said by-law.

Interpretation
45) Where a statute or this By-law requires a Special Resolution to enact or approve or adopt any specified matter, a Special Resolution is a resolution requiring a two-thirds (2/3) majority vote of the Members present and voting.

46) For purpose of sending notice to any Member, Director or officer for any meeting or otherwise, the address of the Member, Director or officer shall be his last address recorded in the records of the Corporation.

47) In this By-law and in all other by-laws of the Corporation hereafter passed, unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be.

48) References to persons shall include firms and corporations.

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This General Operating By-law No. 2 was approved by a Special Resolution of the Members of the Danish Canadian National Museum Corporation at the Corporation’s Annual General Meeting held in Montreal, Quebec on May 27, 2016.

General Operating By-law No. 1 was repealed by a Special Resolution of the Members of the Danish Canadian National Museum Corporation at the Corporation’s Annual General Meeting held in Montreal, Quebec on May 27, 2016.

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