BYLAWS OF LATVIAN FOUNDATION     

Amended in 2018

ARTICLE I. NAME AND CORPORATE SEAL.

1. The name of the corporation shall be LATVIAN FOUNDATION, which can also be used in its abbreviated form as LF.
2. The seal of the corporation shall be as impressed hereon: (omitted on-line).

ARTICLE II. PURPOSE.

1. This corporation is formed exclusively for literary and educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code of 1954.
2. The purposes of this corporation are set forth in its Articles of Incorporation and include, but are not limited to, publication of books, plays, articles, magazines, poetic works, and the like, of literary and/or historic value in the Latvian language, or in other languages, to encourage the study of Latvian culture to promote and popularize Latvian music and Latvian composers, to present Latvian plays, to promote exhibitions for Latvian artists, to sponsor radio and television broadcasts on the foregoing, and to preserve Latvian ethnic traditions.

ARTICLE III. MEMBERSHIP.

1. Membership in the Latvian Foundation shall consist of individuals, families, and organizations and/or associations. Minors under the age of eighteen (18) may be members of the Latvian Foundation. The parent or guardian of a minor shall exercise the minor’s voting rights. Each member shall be approved by the Board of Trustees.
2. A member in good standing shall be an individual, a family, organization and/or association, as set forth in Section 1 of this article, who has paid an initiation fee and is current in his or her membership dues.  Initiation fees and annual dues will be recommended by the board of trustees and approved by the membership.
3. Each member in good standing shall have one vote at all membership meetings in person or by proxy.

ARTICLE IV. BOARD OF TRUSTEES.

1. Six trustees shall control and manage the affairs, funds, property, and expenditures of the corporation, shall carry out its corporate purposes, and shall execute its by-laws.
2. At each annual membership meeting at least one new trustee shall be elected by the members for a term of three (3) years to succeed the trustee(s) whose term then expires, provided that nothing herein shall be construed to prevent the election of a trustee to succeed oneself for one additional term.
3. No trustee shall be elected for more than two (2) consecutive terms.
4. A trustee may be removed with or without cause by a majority vote of the remaining trustees.
5. Vacancies in the board of trustees shall be filled by appointment by the remainder of the board of trustees, and each member so appointed shall be a trustee until a successor is elected by the voting members at the next annual meeting.
6. A majority of the board of trustees shall constitute a quorum for the transaction of business.
7. The board of trustees shall annually elect from its members the officers of the corporation, which shall be a president, an executive vice-president, two vice-presidents, a secretary, and a treasurer. The treasurer may be appointed per article IV-8 to conduct daily business as set forth by the board.
8. The board of trustees may appoint such other officers and/or agents as they deem necessary from time to time for the transaction of the business of the corporation.
9. The board of trustees may remove any officer or agent whenever in their judgment the corporate interests will be served thereby.
10. The president shall be the chair of the board of trustees. In the event of a tie vote among the board of trustees, the president’s vote shall be the deciding vote.
11. If and when the trustees shall severally or collectively consent in writing, including electronic means acceptable to the board, to any action by the corporation, such action shall be as valid corporate action as though it had been authorized at a meeting of the board of trustees.

ARTICLE V. OFFICERS.

1. The president shall preside at all meetings of the corporation; shall appoint with the approval of the board of trustees all the necessary committees; shall be an ex-officio member of all committees; and shall perform duties as are incidental to the office of the president.
2. The executive vice-president shall, in the absence of the president, exercise all of the functions of the president and shall be vested with all the president’s powers. The vice-presidents shall perform such duties as are properly required of them by the president or the executive vice-president.
3. The secretary shall have charge of the corporate seal, all papers, keep all records, make such reports and perform such duties as are incidental to that office and properly required by the president.
4. The treasurer shall have charge of all corporate funds and shall conduct its banking business. Checks of one thousand dollars ($1000.00) or more shall be signed by the treasurer upon an approval by a board member if the board president is copied. Electronic means may be used for the approval. Checks under one thousand dollars ($1000.00) shall be signed by the treasurer alone.
5. The board of trustees shall be responsible for overseeing investments, maintaining current and soliciting new membership, executing the grant application and award process, and for ongoing project management.
6. The board may utilize certified public accountant’s and investment advisors as needed.

ARTICLE VI. MEETINGS.

1. The annual membership meeting shall be held at such time and place as the board of trustees shall designate.
2. Ten (10) percent of members in good standing shall constitute a quorum for the transaction of business at the annual meeting.
3. A special meeting shall be called by the president whenever the president shall deem the same necessary or whenever the president shall be called upon to do so by the board of trustees, the auditors, or in writing, including electronic means acceptable to the board, by at least ten (10) percent of the voting members. All notices of a special meeting shall state the purpose of the meeting, and will include a proposed agenda. The special meeting shall be held within eight (8) weeks of a proper request for such a meeting.
4. Twenty-five (25) percent of all members in good standing shall constitute a quorum for transaction of business at a special meeting.
5. Special or regular meetings of the board of trustees shall be called by the president of the board whenever the president deems them necessary or whenever the president is called upon to do so by the majority of the trustees.
6. Notice of all membership meetings shall be sent to the members at least four (4) weeks before the date of the meeting.

ARTICLE VII

Upon the approval by the board of trustees, the corporation may, whenever its general interests so require, invest money, borrow money and issue its promissory note or bond for the repayment thereof with or without interest, and may, in like case, mortgage its property as security for its debts or other lawful engagements.

ARTICLE VIII. AUDITORS.

1. At each annual meeting the members shall elect three (3) auditors who are not trustees and/or officers. It shall be the duty of the auditors to audit the books of the corporation at least once each year and report the results of the audit to the board of trustees and to the membership at the annual meeting. The auditors may utilize the services of a certified public accountant for the preparation of the annual report to the membership.
2. The auditors shall immediately conduct an audit of the corporation’s books at the written request of ten (10) percent of the voting membership or by at least three trustees, and shall report the findings to the membership forthwith.

ARTICLE IX. FINANCES.

1. The operating capital of the corporation comprises initiation fees, membership dues, contributions, bequests, legacies, devises and income from investments and assessments.
2. Moneys received as non-interest-bearing loans to the corporation shall not be used to defray the operating costs of the corporation.
3. Repayment of the aforesaid non-interest-bearing loans shall be governed by the terms of the promissory note extended by the corporation at the time of the loan or by the terms of the Subscription Pledge or by the terms of the Student Subscription Pledge.
4. Moneys contributed for a designated purpose shall be so utilized.

ARTICLE X. INDEMNIFICATION CLAUSE.

1. Each person who is or was a director, officer, employee, or volunteer of the Corporation and each person who serves or has served at the request of the Corporation as a director, officer, agent, employee, or volunteer of any other enterprise shall be indemnified by the Corporation to the fullest extent permitted by the corporation laws of the State of Michigan.  The Corporation may purchase and maintain insurance on behalf of any person in any such capacity or arising out of his or her status as such, whether or not the Corporation has the power to indemnify the person against such liability under the laws of the State of Michigan.
2. Exceptions:  Notwithstanding the foregoing, Corporation shall not indemnify a director where there is a finding of any of the following:
   • A breach of the director's duty of loyalty to the Corporation or its Members;
   • Acts or omissions not in good faith or that involve intentional misconduct or knowing violation of law;
   • A transaction from which the director derived an improper personal benefit; or
   • An act or omission that is grossly negligent.

ARTICLE XI. DISSOLUTION.

The corporation shall be dissolved upon the vote of at least two-thirds (2/3) of the members in good standing present at the annual meeting or any special meeting called for that purpose.

In the event of dissolution, all assets real and personal, shall be distributed to such organizations as are qualified as tax exempt under section 501(c)(3) of the Internal Revenue Code or the corresponding provision of a future United States Internal Revenue Law.

ARTICLE XII. BYLAW AMENDMENTS.