Bylaws 2020

BY-LAWS OF THE KOSSUTH FOUNDATION OF THE HUNGARIAN REFORMED FEDERATION OF AMERICA

Article I – General Provisions

A. Name. The name of the corporation is the Kossuth Foundation of the Hungarian Reformed Federation of America, hereinafter referred to as the Foundation.

B. Purpose. The Foundation is organized exclusively for charitable, religious, educational and scientific purposes in accordance with Section 501(c)(3) of the Internal Revenue Code or corresponding sections of any future federal tax code as enumerated in its By Laws. The Foundation is not empowered to engage, otherwise than in an insubstantial part of its activities, in activities that in themselves are not in furtherance of one or more exempt purposes.

C. Mission. In the spirit of the original charter of the Hungarian Reformed Federation of America, created by an Act of Congress in 1906, signed by U.S. President Theodore Roosevelt in 1907, and implemented through charitable, religious, educational and scientific activities, during its more than 100-year history, the mission of the Foundation is to foster diversity in American society and honor the presence of Hungarian Americans in it by maintaining and encouraging the language, heritage, religious traditions, and historical culture of Hungarians in America and the appreciation thereof. The Foundation implements its missions through efforts to:

1. Organize and promote, at both the national and local levels, educational and cultural gatherings, commemorative events, lectures on history, music presentations, art displays, drama presentations, and other activities designed to strengthen the shared affinity of its members to the Hungarian ethnic and cultural heritage and to promote an understanding of that heritage among the general public;

2. Utilize the resources of the Foundation to assist the following two segments of the population to achieve their special needs and aspirations:

a. Elderly - by establishing and maintaining services which provide a healthy and nurturing living environment for individuals, with particular emphasis on those individuals with special needs due to age or infirmity; and,

b. Youth - by awarding scholarships to qualifying and deserving members; by supporting summer youth camps; by organizing travel and other opportunities
for young people to gain familiarity with the history, culture, language and identity of the land of their ancestors; and by reaching out to actively involve
young individuals in the leadership of the Foundation and in the development and implementation of programs serving their needs;

3. Promote the personal development of young adults through cultural education while providing resources that enhance cross-cultural awareness between Hungarians and non-Hungarians.

4. Serve as a clearinghouse and catalyst to identify, articulate, and support the needs and concerns of the Hungarian-American community.

5. Publish newsletters, books, and other materials, both in print and by electronic means, to promote the good name and reputation of Hungarians in America, and to facilitate communications among Foundation members to help awareness of Hungarian American activities;

6. Apply the proceeds of fundraising activities to support the charitable endeavors of the membership and other organizations which serve the purpose and objectives of the Foundation;

7. Operate a Kossuth House in Washington, DC as a national community center to benefit and support its members’ interests and aspirations to nurture and disseminate knowledge of Hungarian-American heritage;

8. Preserve and protect the Hungarian historical and cultural legacy in the United States; to share information with Hungarian-American churches, educational institutions, community centers, social halls, libraries, museums, athletic clubs and other communal properties; to serve as a clearinghouse and catalyst between such interests to help facilitate the development of such institutions, or the use of their assets held by such interests to serve the Hungarian heritage in America;

9. Receive, hold and seek the secure maintenance and preservation of collections of books, archives, cultural artifacts and personal property reflecting the Hungarian- American heritage and to arrange to have such materials available for public view;

10. Be a center for cooperation and exchange between members and visiting performing artists, scholars, governmental representatives, musicians, and others from the world Hungarian community;

11. Partner with other Hungarian-American organizations to strengthen ties and torecognize and honor distinguished Hungarian-American persons;

12. Be a center for social networking, especially for those who speak or wish to learn the Hungarian language.

Article II – Organization

A. Membership.
1. Charter Membership. Members of the Hungarian Reformed Federation of America who were in good standing as of December 22, 2011, shall be lifetime charter members of The Foundation. Charter membership shall be non-transferable. Charter members shall have two classes as follows:

a. Active Charter Members – Active charter members shall be those charter members who indicate a continuing desire to be involved in the activities of the Foundation by registering on the Foundation’s web site or through written notification to the Foundation of their desire to be listed as active charter members and to stay active in the Foundation’s activities; and

b. Inactive Charter Member – Inactive charter members shall be all other charter members who are not active charter members.

2. General Membership. General membership shall be made available to anyone who has an affinity for Hungarian language, art, history, culture, music, food or the Hungarian American community and makes an annual financial contribution to the Foundation as specified by the Board of Directors.

3. Membership Support. All members shall support the purposes of Kossuth Foundation, and uphold the good name of the Foundation. Each member will be asked to make an annual contribution and encouraged to provide an email address to allow for communication with the Foundation leadership.

4. Annual Meeting of the Board. The Board of Directors of the Foundation shall hold an annual meeting which shall be publicized to the membership at which members may attend to be held at the Kossuth House, 2001 Massachusetts Ave., NW, Washington, DC, unless an alternative location is determined necessary for good cause by the Executive Committee.

5. Quadrennial Meeting of the Membership. Beginning in 2015 and every fourth year thereafter the Board of Directors will convene a meeting of the membership to be held to make any changes to the Articles of Incorporation approved by the Board after February 18, 2013, and to elect members of the Board of Directors. The meeting will be held at the Kossuth House, 2001 Massachusetts Ave., NW, Washington, DC, unless and alternative location is determined necessary for good cause by the Board of Directors. All members will have voting privileges at the quadrennial meetings for any future
amendments to the Articles of Incorporation adopted after the amendments approved by the Board after February 18, 2013 and for election of the Board of Directors at the quadrennial meetings except that the Board of Directors may make changes to the Articles of Incorporation by a vote of not less than two-thirds of members on the Board at the time the vote is taken if the Board determines such changes are urgently needed before the next quadrennial meeting of the membership. Any member in good standing as determined by the Secretary may nominate a person to serve as a Director not less
than 45 days prior to the quadrennial meeting. The Board will appoint a Director to chair a special nominating committee to review all candidates whose names are advanced and to prepare a list of those determined to be eligible and willing to serve as directors not less than 15 days prior to the meeting and including a slate of candidates recommended by the nominating committee which shall be published on the Foundation’s website and made available to members by other electronic means. In addition, Members will be notified at least 15 days in advance of a quadrennial meeting or any special Board meeting at which a change of the Articles of Incorporations is to be considered. The notifications shall include a description of the matters to be presented for member or board approval at the meeting, except that inactive charter members may be provided constructive notice through the use of the
Foundation’s web site or by general publication and the Foundation is under no obligation to provide notice by mail. For any election, only members that the Secretary of the Foundation determines to be in good standing as of the record date for the quadrennial or special meeting will be allowed to attend and to vote. Fifty members present at the quadrennial meeting or those participating by return of mail ballot or electronic media as approved by the Board shall constitute a quorum for purposes of election and voting. If the required quorum is not present at the appointed place and time, the Chairman of the Board may adjourn the Quadrennial Meeting and may reconvene the Meeting with the participation of the members in attendance and those who have provided proxies which will be considered as satisfying quorum requirements to conduct the proceedings of the Meeting as convoked. The Board may delay the
quadrennial meeting for up to three months into the following the year in which it is originally scheduled if the Board determines that special circumstances require such a delay.

6. Special Meeting of the Membership. In addition to the procedures outlined in paragraph 5 above, the Board of Directors may call for a special meeting of the Membership to approve any amendments to the Articles of Incorporation that are approved after amendments to the Articles of Incorporation approved by the Board on February 18, 2013 as provided for above.

7. Voting Rights. Members in good standing as determined by the Secretary as of the record date of a quadrennial or special meeting shall be entitled to exercise their voting rights to elect Directors or to approve any future changes to the Articles of Incorporation. The vote to approve any future changes to the Articles of Incorporation shall be by a majority vote of the members in good standing as of the record date of the special meeting who are present or who cast votes by mail. Members may also provide an proxy voting authorization to a member of the Board with instruction on how their votes may be cast on any matter on which a vote is called.

B. Board of Directors
1. Responsibility. The business and affairs of the corporation shall be governed by a Board of Directors. The Board of Directors is that body of the Foundation that is ultimately responsible for formulating and articulating the vision and direction of the Foundation in accordance with the By-Laws. The Board shall have full power, authority, and duty to promote and manage all business of the Foundation between quadrennial meetings of the membership; and perform such other duties as may devolve upon it by the laws of the District of Columbia and the By-Laws of the Foundation. The Board may approve and amend the initial By-Laws of the Foundation by a two-thirds vote of duly then constituted members of the Board in accordance with clauses (B)(1) and (B)(3) of Article III herein. Upon approval of the tax-exempt status of the Foundation by the Internal Revenue Service and the District of Columbia, the Board of Directors shall disseminate the By-Laws to the membership as widely as possible using electronic and other media. From time to time,
the Board of Directors may delegate to the Executive Committee authority to take any action that could be taken by the full Board, except as set forth in clause (C)(5) of Article II of these By-Laws. So long as the Executive Committee is acting pursuant to the delegated authority, the action of the Executive Committee will constitute the action of the full Board.

2. Board of Directors Membership. The Board of Directors shall consist of eleven (11) members. The initial Board of Directors consists of those nine persons who were Board members of Hungarian Reformed Federation of America on December 22, 2011, plus any additional members added by the Board of Directors to fill any vacancies in accordance with clause (B)(10) of Article II below. The initial Board shall serve until the first election, to occur within six months of the dissemination of these By-Laws as provided for in clause (B)(1) above,

3. Term. Each Director shall be elected for a term of four (4) years to be served concurrently unless the election is to fill a vacancy and Directors shall serve until a successor has been elected and installed. Election of Directors will be carried out at the quadrennial meeting by a plurality vote of those present plus mail ballots received.

4. Qualifications. The qualifications of a member of the Board of Directors of the Foundation are as follows:

a. Must be at least eighteen (18) years of age and a member in good standing of the Foundation;

b. Shall be a citizen of the United States of America, except that, to the extend allowed by law, up to two (2) Directors may be elected who are not citizens of the United States, provided they demonstrate a commitment to the mission of the Foundation;

c. Must have background, knowledge and experience in business and/or another discipline which can be useful in the future planning and development of the Foundation;

d. Must have a willingness and ability to commit the time necessary to prepare for and regularly attend board and committee meetings and to serve as either an officer or the Chair of a standing committee of the Foundation;

e. Must have a willingness to put the interest of the Foundation before personal interests; and,

f. Must commit to avoiding any conflicts of interest.

5. Required Contribution. Directors shall be required to attest that they meet the qualifications as provided in clause (4) above and contribute to the success of the Foundation through active efforts to raise funds for the Foundation in their local community and the personal commitment annually of time beyond attendance at board meetings to the Foundation and its programs and contributing a substantial amount of funds donated or raised for the financial support for the Foundation.

6. Quorum. The Board of Directors shall not be empowered to act officially unless a quorum of its respective members is present. A majority of the current members of the Board of Directors, including the Chair or a Vice Chair in the capacity of Acting Chair, shall constitute a quorum.

7. Regular Meetings. The Board of Directors shall have at least two (2) regular meetings each year, at such times as shall be determined from time to time by the Executive Committee. All meetings shall be held at the Kossuth House, 2001 Massachusetts Ave., NW, Washington, DC, unless otherwise determined for good cause by the Executive Committee.

8. Special Meetings. Special meetings may be called by the Chair of the Board of Directors upon the request of the Executive Committee or of a majority of the members of the Board of Directors. Notice must be given at least five (5) days in advance of any regular or special meetings but such notice may be waived by a unanimous vote of the Members of the Board. Notice will be given in writing by regular or express mail or by e-mail to each Director.

9. Disciplinary Proceedings. Any member of the Board of Directors may be subject to disciplinary proceedings for any violation of their fiduciary duty or a failure to comply with the requirements of the Foundation’s By-Laws.

10. Replacement. In the event that it becomes necessary to replace a Director for reasons of death, disability, resignation, or termination, a new director will be elected by a majority vote of the remaining Directors. The successor Director shall serve until the next quadrennial membership meeting of the  Foundation.

11. Annual Budget. The Board of Directors shall approve an annual budget for all operations of Foundation not less than sixty (60) days prior to the commencement of the respective fiscal year. Nothing contained in this provision of the By-Laws shall be deemed to limit or restrict the power of the Executive Committee to take necessary and appropriate action in the event of emergency, subject to later ratification by the Board.

12. Annual Report. The Board of Directors shall prepare and present a written report annually, verified by the Chair and Treasurer or by a majority of the Directors, and detailing at a minimum the following: the assets and liabilities of the corporation, any change in the assets and liabilities, revenue or receipts of the corporation, expenses and disbursements of the corporation. The report shall be filed at the Kossuth House and made available to members in print for review at the Kossuth House or electronically via e-mail.

13. Fiduciary Duty. Each Director has a fiduciary duty to the corporation: to act in good faith in the best interest of the corporation, free of fraud or self-dealing; to disclose any conflict of interest; and to exercise such prudence and good judgment as may be reasonable under the circumstances. In considering the best interests of the Foundation, the Directors may consider the effects of any of their actions upon its employees or suppliers, its members or the persons whom the corporation seeks to serve, and the communities in which the corporation carries on its activities.

C. Executive Committee
1. Membership. The Executive Committee shall consist of the Chair of the Board of Directors, the Vice Chair, the Treasurer, the Secretary, and the Executive Director., the latter of whom shall have a voice without vote.

2. Responsibilities. The Executive Committee shall direct the management of the affairs of the Foundation during the periods between meetings of the Board of Directors. The Executive Committee shall also be responsible for the preparation of the annual budget and the annual report in accordance with clauses (B)(12) and (B) (13) herein, which shall be mailed or e-mailed to the Board of Directors for review and consideration not less than fifteen (15) days prior to the commencement of the Board of Directors meeting at which the budget is to be approved.

3. Quorum. At least two (2) members of the Executive Committee must be present in order to act.

4. Meetings. The Executive Committee shall have at least four (4) regular meetings each year, at such times as shall be determined from time to time by the Executive Committee. All meetings shall be held at the Kossuth House in Washington, DC unless otherwise determined for good cause by the Executive Committee. Special meetings of the Executive Committee may be called by the Chair or by any two (2) members of the Executive Committee.

5. Authorized Actions. The Executive Committee may take any action authorized in accordance with Washington, DC statutes, except it may not take any of the following actions:

a. Any action which by statute, By-Laws or resolution of the Board of Directors is reserved to the members;
b. Adopt, amend or repeal any By-Laws;
c. Amend or repeal any resolution of the full Board; or
d. Act on matters committed by By-Laws or resolution of the Board, to another committee.

D. Officers
1. Chair. At the first regular meeting of the Board of Directors in each calendar year, the Board shall elect a Chairperson of the Board (Chair) by majority vote. The Chair shall exercise the usual duties of a corporate Chair and shall provide guidance to the officers and staff concerning the vision, policies, goals and objectives of the Foundation as developed by the Board. The Chair shall be responsible for sending all notices of meetings of the members and of the Board of Directors required by these By-Laws. In addition, the Chair shall:
a. Serve as a member of the Executive Committee.
b. Preside at all Board of Directors meetings.
c. Develop and distribute the agenda for meetings of the Board of Directors.
d. Appoint the membership of all Standing Committees of the Board of Directors.
e. To act as a spokesperson for the corporation and to participate in meetings outside the home office and make presentations on behalf of the Foundation.

2. Vice Chair. At the first regular meeting of the Board of Directors in each calendar year, the Board of Directors shall elect one Vice Chair by majority vote. The Vice Chair may serve as Acting Chair, as so designated by the Chair of the Board of Directors and preside over Board meetings in the absence of the Chair. The Vice Chair will serve as the Chair of the Development Committee. The Vice Chair shall be elected annually by the Board of Directors from among the members of the Board. The Vice Chair may be assigned other leadership duties as necessary.

3. Secretary. At the first regular meeting of the Board of Directors in each calendar year, the Board shall elect a Secretary of the Foundation by majority vote. The Secretary [is the Guardian of the seal and] shall be responsible for preparing the minutes of the various meetings of the Board and the Executive Committee and be responsible for maintaining the records of the Foundation and maintaining the membership lists of the Foundation. The Secretary shall perform such other duties as may be assigned to the office from time to time by the Board of Directors and/or the Chair of the Board which are not inconsistent with this office. The Secretary shall be responsible for the submission of the minutes of any meeting to the Chair for distribution to the Board of
Directors within fifteen (5) calendar days of such meeting, unless otherwise directed by the Chair or the Board of Directors.

4. Treasurer. At the first regular meeting of the Board of Directors in each calendar year, the Board shall elect a Treasurer of the corporation by majority vote. It shall be the duty of the Treasurer to keep an accurate account of all accounts receivable, income, assets and liabilities of the corporation or to cooperate with accountants to do the same; to assist and direct the Executive Committee in preparing the annual budget and financial report of the Board of Directors and to publish or otherwise make available said documents to the membership; to insure that all income received by the corporation is
deposited in such financial institutions and investment accounts as directed by resolution of the Board; to cooperate with all accountants employed or selected by the Executive Committee in the preparation of tax returns, informational returns, and audits required by the federal, state or local governments and to report to the Board on the preparation of same; and to insure that all such tax returns, financial reports, audits and other documents required to be filed with the Internal Revenue Service, the Washington, DC Office of Tax and Revenue, and any other agency to which such documents are required by law to be submitted are prepared and timely filed. The Treasurer shall perform such other duties as may be assigned from time to time by the Board of Directors and/or Chair of the Board which are not inconsistent with this office.

5. Executive Director. The Board of Directors shall appoint an Executive Director to manage daily operations of the Foundation selected by majority vote. The Executive Director will be the Chief Executive Officer of the corporation and shall serve at the pleasure of the Board of Directors. The Executive Director will have the authority to expend funds and effectuate the operations and programs of the Foundation. The Executive Director, as well as the Chair, will be authorized to act as a spokesperson for the Foundation and to participate in meetings outside the home office, and make presentations on behalf of the Foundation. The Executive Director will have authority to hire and terminate such staff as is necessary to carry out the functions of the Foundation, with the approval of the Board of Directors. He or she will perform such other duties as may be assigned by the Board of Directors from time to time.

Article III – Miscellaneous Provisions

A. Participation in Meetings of Members or Directors
1. Use of Electronic Communication. One or more persons may participate in the annual meeting, a meeting of the Board of Directors or the Executive Committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and be heard. Participation in a meeting in this manner shall constitute presence in person at the meeting.

2. Written Consent. Any action which may be taken at a meeting of the Board of Directors or Executive Committee may be taken without a meeting, if two-thirds of the Directors approve of the use of a written ballot and the measure to be taken is approved by the same number of Directors as would have been required had the vote been in person or by electronic device and shall be recorded by the Secretary as if the vote had been taken at a regularly called meeting of the Board.

B. Adoption, Interpretation and Amendment of the By-Laws 

1. Adoption. These By-Laws may be adopted by approval of the Board of Directors as initially constituted in accordance with clause (B)(1) of Article II herein.
2. Interpretation. These By-Laws shall be administered and interpreted in accordance with the laws of the United States of America and the District of Columbia. Should any of these By-Laws conflict with any of such laws, the provisions of said laws shall prevail to the same extent as if specifically  incorporated herein.
3. Amendments. These By-Laws may be amended or altered by a two-thirds vote of the Board of Directors.

C. Power to Act
1. In General. No action of either the Board of Directors or the Executive Committee shall be legally valid unless such action is the result of the majority (or two/thirds (2/3) where required by law or these By-Laws) vote of the members present of the respective bodies.
2. Special Rule. In the case of purchase, sale, lease, mortgage or other disposition of real estate, such action may only be taken upon vote of two-thirds (2/3) of the Directors.

D. Standing Committees
Standing Committee of the Board shall include, but not be limited to the following:
1. Audit and Finance Committee. There is established an Audit and Finance Committee, which will oversee the financial books and reporting of the Foundation;
2. Membership Committee. There is established a Membership Committee which will maintain membership rolls and be responsible for member recruitment;
3. Affiliated Organization Commitee. There is established an Affiliated Organization Committee which will be responsible for outreach and liaison with other organizations locally, regionally, and nationally through the development of a Hungarian Roundtable in cooperation with the Hungarian Diaspora Council (Magyar Diaszpóra Tanács) with related purposes; and,
4. Fundraising Commitee. There is established a Fundraising Committee which will be responsible for fundraising and financial development.
5. Additional Committees. The Chair, subject to the approval of the Executive Committee, will be responsible to appoint additional committees as needed.

E. Meeting Expenses
The Board of Directors, from time to time, may determine the appropriate reimbursement, if any, for travel and attendance of the meetings of the members, the Board of Directors, the Executive Committee and all other committees.

F. Robert’s Rules to Govern
Robert’s Rules of Order shall govern the procedures of meetings unless otherwise specifically provided in these By-Laws.

G. Indemnification
Any member of the Board of Directors or any officer, now or hereafter serving as such, shall be indemnified by the corporation against any and all claims and liabilities to which such person shall become subject by reason of serving or having served as such director or officer, or by reason of any action alleged to have been taken, omitted or neglected by such person as such director or officer, and the corporation shall reimburse, to the extent permitted by law, each such person for all legal expenses incurred by such person in connection with any such claim or liability. The foregoing right of indemnification shall not
be deemed exclusive of any other right to which such director or officer may be entitled. The amount paid to any Director or officer by way of indemnification shall not exceed actual reasonable and necessary expenses incurred in connection with the matter involved.

H. Waiver of Notice
Any notice required by these By-Laws, by the certificate of incorporation, or by any laws of Washington, DC may be waived in writing by any person entitled to notice. The waiver or waivers may be executed either before or after the event with respect to which notice is waived. Each Director or delegate attending a meeting without protesting, prior to its conclusion, the lack of proper notice shall be deemed conclusively to have waived notice of
the meeting.

I. Dissolution
1. Two-Thirds Vote Required. Any resolution to dissolve Foundation shall require at least a two-thirds (2/3) vote of the membership including any ballots submitted by mail.

2. Distribution of Assets. In the event of dissolution, the assets of the Foundation shall go to the following entities which are currently tax exempt pursuant to Section 501(c)(3) of the Internal Revenue Code: the Bethlen Communities, the Calvin Synod of the United Church of Christ, and the Hungarian Reformed Church in America, in equal shares and may only be used for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or any future federal tax code. If any of these identified organizations dissolve prior to the Foundation’s dissolution, then the surviving organization(s) identified above shall be the recipients of the Foundation’s assets in equal shares. If none survive or lose their status as exempt pursuant to Section 501(c)(3) of the Internal Revenue Code or any future federal tax code, the assets of this Foundation shall be distributed to another corporation recognized as a charitable and tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code, or any future federal tax code, or to the federal government, or to a State or local government, for a purely public purpose.