By-Laws

BYLAWS 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, operating as “the Kossuth Foundation”, 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 Bylaws. 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 preserve Hungarian culture and language, promote the positive image of Hungary, and to honor the presence and legacy of Hungarian-Americans in the U.S.

Article II – Organization

A. Membership.

1. Membership Classes. Pursuant to Section 4a and 4b of the Articles of Incorporation of the Foundation, as amended February 18, 2013, granting the Board of Directors authority to establish classes of members and to determine member voting rights, the Foundation shall have two classes of members: Charter Members and General Members.

2. 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 subject to meeting the requirements of section 3 below. Charter membership shall be non-transferable. There shall be two classes of Charter Members as follows:

a. Active Charter Members. Those charter members who (i) have stated in writing to the Foundation that they wish to be involved in the governance of the Foundation and (ii) have provided their current mailing or email address to the Foundation shall be designated as Active Charter Members. Charter members may supply this information to the Foundation by entry under the “Contact Us” section on the Foundation website. The Secretary of the Foundation shall maintain a current list of all Active Charter Members, which list shall be definitive.

b. Inactive Charter Members. All Charter Members who are not Active Charter Members, as defined in Article II.A.2.a. shall be designated as Inactive Charter members.

3. General Membership. General membership shall be made available to anyone who has an affinity for the Hungarian culture, language, art, history, music, or the Hungarian American community. Those individuals who have registered for general membership, have offered to volunteer, and have supplied their mailing and email addresses on the Foundation’s website shall be designated as Active General Members. The Secretary of the Foundation shall maintain a current list of all General Members and Active General Members, which list shall be definitive.

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 Bylaws. The Board shall have full power, authority, and duty to promote and manage all business of the Foundation; and perform such other duties as may devolve upon it by the laws of the District of Columbia and the Bylaws of the Foundation. The Board may approve and amend the initial Bylaws of the Foundation by a two-thirds vote of duly then constituted members of the Board in accordance with clauses (A)(1) and (A)(3) of Article III herein. From time to time, the Board of Directors hereby delegates to the Executive Committee, as constituted pursuant to Section (C)(1) below, 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 Bylaws. 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 up to eleven (11) members.

3. Term. Each Director shall be elected for a term of three (3) years to be served in three staggered terms. Election of Directors will be carried out at the annual meeting of the Board by a plurality vote of those Board members present or by proxy. Except that, the Board may elect a new Director to replace a Director that leaves the Board at any time during the year. The term for any new Director elected during the year due to a vacancy will be for the remainder of the term of the board member being replaced.

4. Qualifications. It is the policy of the Foundation that a member of the Board of Directors:

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

b. The majority of the Board should be residents of the United States of America. All members must demonstrate a commitment to the mission of the Foundation in the United States;

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;

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

f. Must attend regularly scheduled and special board meetings or request an excuse for failure to attend which may be approved by the Board for good cause shown; and,

g. Must commit to avoiding any conflicts of interest and acknowledge that commitment annually as by signing an acknowledgement as required by the Internal Revenue Service.

5. 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 then current members of the Board of Directors, including the Chair or a Vice Chair in the capacity of Acting Chair, shall constitute a quorum. The Chair will break all votes that result in a tie.

6. 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, and/or by electronic means unless otherwise determined for good cause by the Executive Committee.

7. 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 two-thirds 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.

8. Nomination and Election of Directors. Any member may nominate a person to serve as a Director not less than 30 days prior to the annual meeting. The Chairman of the Board will appoint a Director or Officer to review all candidates whose names are advanced for a vote of the Executive Committee and to prepare a list of those determined to be eligible and willing to serve as Directors and approved by the Executive Committee not less than 15 days prior to the meeting and including a slate of candidates recommended by the Executive Committee which shall be published on the Foundation’s website and made available to members by other electronic means.

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

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 annual membership meeting of the Foundation.

12. Annual Report. The Chair shall prepare and present a written report annually, for approval by the Board of Directors 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.

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. Each Director must also annually review and certify compliance with the Foundation’s established Conflict of Interest policy.

C. Officers

1. Chair. At the last annual meeting of the Board of Directors in each odd numbered 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 Bylaws. 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.

e. To act as a spokesperson for the corporation and to represent the Foundation at meetings with other entities and make presentations on behalf of the Foundation.

The Chair may delegate any of these responsibilities to a Director of the Foundation.

2. Vice Chair. At the last meeting of the Board of Directors in each year, the Board of Directors shall elect one Vice Chair by majority vote. The Vice Chair serves as Acting Chair, in the absence or incapacity of the Chair. The Vice Chair shall be elected bi-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 last meeting of the Board of Directors in each calendar year, the Board shall elect a Secretary of the Foundation by majority vote. The Secretary 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 last meeting of the Board of Directors in each 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.

D. Council of Advisors. The Board of Directors may appoint a Council of Advisors (COA) in accordance with a Charter for the COA as established and periodically amended by the Board. All members appointed to the COA must consent to the terms of the Charter. The COA will function solely as an advisory body and will have no authority or capacity to bind or otherwise obligate the Foundation.

E. 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 Program Director, the latter of whom shall have a voice without vote. The Chair will break all votes that result in a tie.

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 oversight of the budget and the preparation of the annual report, which shall be mailed or e-mailed to the Board of Directors for review and consideration not less than seven (7) days prior to the commencement of the Board of Directors meeting at which the budget is to be approved.

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

4. Meetings. The Executive Committee shall have 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, and/or by electronic means, 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, Bylaws or resolution of the Board of Directors is reserved to the members;

b. Adopt, amend or repeal any Bylaws;

c. Amend or repeal any resolution of the full Board; or

d. Act on matters committed by Bylaws or resolution of the Board, to another committee.

Article III – Miscellaneous Provisions

A. Adoption, Interpretation and Amendment of the Bylaws

1. Adoption. These Bylaws may be adopted by approval of the Board of Directors as constituted in accordance with clause (A)(3) herein.

2. Interpretation. These Bylaws 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 Bylaws 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 Bylaws may be amended or altered by a two-thirds vote of the Board of Directors.

B. 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 (a) authorized by these Bylaws or (b) is the result of the majority (or two/thirds (2/3) where required by law or these Bylaws) vote of the members present of the respective bodies, except that, an action may be subsequently affirmed by the required vote of the Board after the fact making the action legally valid.

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.

C. 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 Board of Directors and the Executive Committee.

D. Robert’s Rules to Govern
Robert’s Rules of Order shall govern the procedures of meetings unless otherwise specifically provided in these Bylaws.

E. 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.

F. Waiver of Notice
Any notice required by these Bylaws, 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.

G. Dissolution
1. Two-Thirds Vote Required. Any resolution to dissolve Foundation shall require at least a two-thirds (2/3) vote of the Board of Directors.
2. Distribution of Assets. In the event of dissolution, the assets of the Foundation shall go to one or more entities recognized as a charitable and tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code, or any future federal tax code as designated by the Board of Directors within the Hungarian American community. Among the organizations to be considered, the Hungarian Reformed Church of America shall be considered first. The distributed assets 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.

Approved by the Kossuth Foundation Board of Directors on December 6, 2024, and ratified in final form on the same day.