The name of the corporation is Finnish Language School Association.
The purpose for which the corporation is organized is to operate a School to provide Finnish language instruction to children and adults. Said corporation is organized exclusively for educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. The corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
The Corporation shall have one class of membership.
The members of the corporation are 1) all people who have paid the membership dues set by the directors of the corporation, (2) the teaching staff of the School, and (3) one parent of each child enrolled in the School provided that the child’s tuition fees have been paid. The membership dues shall be included in the tuition paid by the adult students of the School. Members in category one above who are not students of the School shall be “Sponsoring Members” of the corporation.
Members shall have voting rights, and each member shall have one and only one vote.
The annual meeting of the members of the corporation shall be held at the School’s location on the third Saturday in May at 10:30 AM of each year, or at such places and at such times as the Board of Directors, by resolution, shall determine.
Other meetings of the members of the corporation may be called by the Board of Directors or at the request of ten or more members.
Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, to each member entitled to vote at such meeting.
Twenty-five percent of the members of the corporation shall constitute a quorum at a meeting of members for the transaction of any business.
The number of directors of the corporation shall be at least five and not more than eight. The incumbent directors shall determine the exact number for the upcoming term prior to the election of new members. The term of each director shall begin at the time of his or her election and shall end at the time of the next election of directors.
One of the directors shall be a teacher in the School and shall serve as the teachers’ representative on the Board of Directors.
Each director shall be elected at the annual meeting of members. The incumbent directors shall make a reasonable effort to ensure that more than one person is nominated for each position. The list of nominees will be circulated with written notice of meetings of members required by Article III, section 6 of these Bylaws. The teachers shall nominate their board member far enough in advance to be announced with the other nominees.
If the office of any director, member of a committee, or officer becomes vacant, the remaining directors in office, by a majority vote, may appoint any person to fill such a vacancy, and to hold office for the unexpired term and until a successor shall be duly chosen.
The activities and affairs of the corporation shall be managed by the Board of Directors. The Board of Directors, by majority vote, shall make the final decisions on corporation policy matters including but not limited to: (1) the location of the School, (2) the time of the day, week, and year that the school is in session, (3) the dismissal of faculty and staff, (4) the compensation of faculty and staff, (5) the level of tuition fees, and (6) any corporation expenditure, other than rent and compensation of faculty and staff, exceeding twenty-five dollars.
The officers of the corporation shall consist of a president, a vice-president, a secretary, and a treasurer. No two offices may be held by the same person. The teacher representative on the Board of Directors may not be an officer. Each officer shall be elected by the Board of Directors at the first meeting of the Board of Directors after each annual meeting of members and shall hold office until his or her successor shall be elected. At the time of his or her election as an officer, each officer must be a director.
The president shall preside at all meetings of the members and of the Board of Directors at which he or she may be present; shall perform such other duties as may be prescribed in these bylaws or assigned to him or her by the members or by the directors, and shall have general supervision, direction, and control of the affairs of the corporation.
The vice-president shall perform such duties as may be prescribed in these bylaws or assigned to him or her by the members or by the directors.
The secretary shall give, or cause to be given, notice of all meetings of members, and all other notices required by law or by these bylaws. The secretary shall record the minutes of all meetings of the corporation and shall perform such duties as may be prescribed in these bylaws or assigned to him or her by the members or by the directors.
The treasurer shall keep full and accurate records of the receipts, payments, and balance of funds of the corporation. All funds of the corporation must be kept in a checking account designated by the Board of Directors. The treasurer shall deposit all receipts of the corporation into the checking account. All payments of the corporation shall be made through checks drawn on this account. The treasurer and the president are empowered to sign checks drawn on the checking account of the corporation; any check drawn on the checking account of the corporation paid to the order of the treasurer must be signed by the president. Any check drawn on the checking account of the corporation paid to the order of the president must be signed by the treasurer. The treasurer makes payments on the order of the Board of Directors or the president. At the request of the president or Board of Directors, the treasurer shall render an account of all his or her transactions as treasurer and of the financial condition of the corporation.
The principal office of the corporation shall be in the State of Virginia.
The registered office of the corporation shall be in the State of Virginia.
The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors and shall keep at its principal office a record giving the names and addresses of its members entitled to vote. All books and records of the corporation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time.
The fiscal year of the corporation shall begin on July 1 and end on the following June 30.
The bylaws may be altered, amended, or repealed by a two-thirds vote of the Board of Directors.
The corporation and the School shall not discriminate against students, faculty, and staff on the basis of race, color, national or ethnic origin, age or sex.
No part of the net earnings of the corporation shall incur to the benefit of, or be distributable to, its members, directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth in the Articles of Incorporation.
Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section501(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. Any such assets not so disposed of shall be disposed of by a Court of Common Pleas of the County in which the principal office of the corporation is then located, exclusively for such purpose or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing and distribution of statements) any political campaign on behalf of any candidate for public office.
Adopted June 10, 1985 (signed) Charles J. Untiet (signed) Lea Christianson (signed) Stephen J. Hudak (signed) Edith A. Uunila (signed) Christine T. Gibson Initial Board of Directors
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