By Laws of The Netherland Club of NY, Inc
As Amended [September 17, 2018]
Name and Purpose
- The name of the Club is “The Netherland Club of New York, Inc.” It may be referred to in the Dutch language as “De Nederlandse Club te New York.”
- It is the purpose of the Club to promote events that leverage Dutch art, culture, and ideas; to further the unity of those interested in the Dutch culture and community and to stimulate a cross-cultural dialogue.
- To further its objectives, the Club may acquire the use of premises, whether by purchase, gift or lease, and operate such premises directly or through agents.
- The Club was organized pursuant to the Membership Corporation Law of the State of New York (and now exists and operates under the Not-for-Profit Corporation Law) for the purposes herein set forth and not for pecuniary profit or financial gain, and no part of its assets, incomes or profit shall inure to the benefit of its members, directors or officers, except to the extent permitted by law.
The Club’s fiscal year shall run from January 1 through December 31.
- Members shall be persons who have attained the age of eighteen (18) years.
- The Board shall from time to time set classes of and criteria for membership.
- The membership shall run from January 1 of a calendar year (or, if later, as of the date the membership has been accepted by the Board) until December 31of the same calendar year (the “Membership Year”), and shall be deemed to be automatically renewed by a member on an annual basis, unless such member shall have terminated his or her membership not later than December 1 of the calendar year before the new Membership Year.
Honorary President And Honorary Members
- The Board may invite the Netherlands Ambassador at Washington, D.C., to accept the Honorary Presidency of the Club.
- Any member who has rendered exceptional services to the Club may be elected to Honorary Membership. An honorary member shall be exempt from the payment of dues.
- A proposal to elect a member to Honorary Membership may be initiated by the Board or may be submitted to the Board in a written request stating the reasons therefore and signed by not fewer than eight (8) members. If the Board approves the proposal, it shall be submitted to a Special General Meeting. The proposal shall be carried if it is affirmed by not less than threefourths (3/4) of the votes cast by members, present in person or by proxy, entitled to vote.
Candidates for Membership
A candidate for membership who meets the requirements of Article 3, as they shall be set from time to time by the Board, shall be proposed by two (2) members, unless decided otherwise by the Board. The proposal shall be submitted to the Board.
The annual dues payable by members shall be determined from time to time by the Board of Directors.
Payment of Annual Dues and Other Accounts
- The entrance fee and dues for the year or part thereof for which a newly admitted member is liable shall be payable after the Secretary has notified him or her of his or her admission and upon receipt of the statement billing him for the same.
- Annual dues shall be payable not later than at the beginning of each fiscal year.
- Members may, upon application to the Treasurer, pay their dues in four (4) installments with the 2nd, 3rd, and 4th installments payable as of April 1, July 1, and October 1, respectively.
- All amounts due from a member, other than annual dues, shall be payable not later than upon receipt of the statement billing him for such amounts.
- If a member fails to pay to the Club the amounts due from him within sixty (60) days from receipt of his or her billing statement, the Treasurer shall formally demand payment in writing. If payment is not received within sixty (60) days after the date of the Treasurer’s demand, the Treasurer shall so inform the Board
- The Board shall take such other action to collect the amounts due from a member in default as shall to it appear reasonable and advisable under the circumstances.
Suspension and Expulsion
- A member who fails to comply with any obligations imposed upon him or her by these by-laws or any rule of the Club, or who endangers or damages the name or interests of the Club by his or her actions on the premises of the Club or elsewhere, may be suspended for a certain or indefinite period or may be expelled from the Club. A resolution to suspend a member shall be adopted in any meeting of the Board with the votes of at least two-thirds (2/3) of all members then serving on the Board, whether present or represented by proxy at such meeting, being in favor of the suspension after the member shall have had an opportunity to be heard. A resolution to expel a member shall be adopted at any meeting of the Board with the votes of all members then serving on the Board, whether present or represented by proxy at such meeting, being in favor of the expulsion after the member shall have had an opportunity to be heard, provided, however, that not more than two (2) members of the Board may abstain from voting for personal reasons.
- The Board’s contemplated resolution to suspend or expel a member shall be communicated to the member concerned by registered letter. In its letter, the Board shall inform the member of the charges brought against him or her and invite the member to be heard in relation to such charges on a date not earlier than 7 (seven) days after the date of the letter.
- The Board’s resolution to suspend or expel a member shall be communicated to the member concerned by registered letter. In its letter, the Board shall inform the member of the reasons for such suspension or dismissal.
- All rights and privileges of a suspended or expelled member shall cease from the date of the Board’s letter ex sub clause 3 above.
Admission of Guests
- The Board may adopt rules governing the admission of guests whether or not accompanied by a member.
- A member who brings or introduces a guest to the Club, whether or not he or she is present himself, shall be responsible for the behavior of, and all amounts due the Club from, such guests.
- The Board shall have general charge of the affairs, funds, and property of the Club and shall see to it that the by-laws, the resolutions of the Board and the meetings of the members and other applicable rules are complied with.
- The Board shall have the authority to engage and dismiss the Club’s employees, agents, and advisors and to fix their terms of employment or contract.
The Board shall appoint the members and Chairmen of the Committees as it may consider desirable from among its own members or otherwise, and prescribe the authority and rules for such Committees.
Composition of the Board
- There shall be a Board of not fewer than four (4) and not more than twelve (12) members who shall be “directors” under the terms of the Certificate of Incorporation. The President, Vice-President, Secretary, Treasurer shall be members of the Board.
- The members of the Board are appointed by the Annual General Meeting or Special General Meeting on the basis of nominations made in accordance with Article 18 hereof. Any vacancy on the Board arising between two Annual General Meetings may be filled by the Board after consultation with the Nominating Committee. In case the number of Board members at any time is less than four (4), the remaining Board members shall appoint as many new members to the Board as shall be required to restore its membership to not fewer than four (4) and not more than twelve (12).
- The Board shall meet whenever the President, or in his or her absence his or her alternate, deems it necessary in such place as the President or his or her alternate shall decide. Such meetings shall be held at least once a year.
- The President or his or her alternate shall convene a meeting within two (2) weeks after receiving a written request to that effect from two (2) Board members.
- A majority of the members of the Board present in person or by proxy shall constitute a quorum, unless specifically provided differently in these bylaws. Each member of the Board can grant a proxy to another member of the Board.
- Each member of the Board present at a meeting shall be entitled to cast one (1) vote on matters to be decided.
- Resolutions shall be adopted by the vote of a majority of the Board present at a duly constituted meeting.
- Unless waived by a member of the Board by his or her attendance or otherwise, the Secretary shall provide each member of the Board with a notice of any Board meeting, together with a list of the matters to be discussed, at least three (3) days prior to such meeting.
- Resolutions may also be adopted outside a meeting by a unanimous vote of all Board members.
President and Vice-President
The President shall represent the Club in all matters. He or she shall preside at meetings of the Board and all General Meetings of the members. In the absence of the President, his or her duties shall be performed by the Vice-President, or in the latter’s absence by such member of the Board as shall be designated by the Board.
- The Secretary shall keep the Club seal. He or she shall keep minutes of all meetings of the Board and the members, and conduct all other written activities except the financial administration.
- The Secretary shall present a written report on the preceding fiscal year to the Annual General Meeting.
- In the absence of the Secretary, another Board member shall discharge his or her duties.
- The Treasurer is charged with the management of the Club’s finances, with ultimate responsibility vested in the Board. He or she shall record the revenues and expenses of the Club and sign the checks drawn on the Club’s bank or other accounts. The Board may authorize other members of the Board, employees of the Club and third parties to sign checks on such accounts.
- The Treasurer shall mail or cause to be mailed to each newly admitted member a statement of the dues payable by him or her, together with a copy of the by-laws or an abstract thereof.
- The Treasurer shall supervise the activities of the administrative staff.
- The Treasurer shall submit to the Annual General Meeting a written account for the past fiscal year. This report and account shall be available in the Club for inspection by the members during a period of not less than ten (10) days prior to the meeting, together with the report of the Certified Public Accountant referred to in Article 19.
- In the absence of the Treasurer, his or her duties shall be discharged by another Board member.
- There shall be a Nominating Committee of at least three (3) members and not more than seven (7) members, who shall elect a Chairman from among their members.
- The Board shall mail to all members a list of at least three (3) candidates for the next Nominating Committee at least six (6) weeks prior to the Annual General Meeting.
- Other candidates may be nominated by written petition addressed to the President or his or her alternate not less than four (4) weeks prior to the Annual General Meeting and signed by not fewer than eight (8) members in good standing. Such petition shall indicate which candidate nominated by the Board such candidate is intended to oppose.
- The Board shall communicate the names of any candidates so nominated and the members who signed the petition to all members not less than fourteen (14) days prior to the date of the Annual General Meeting, together with the notice of such meeting.
- No member of the Nominating Committee shall be eligible to become a member of the Board for the next year, unless he or she has resigned as member of the Nominating Committee and has been nominated by at least eight (8) members.
- No one can serve at the same time as a member of the Board and as a member of the Nominating Committee.
- The members of the Nominating Committee are appointed by the Annual General Meeting or Special General Meeting. Any vacancy arising on the Nominating Committee between two Annual General Meetings shall be filled by the Board until the next General Meeting.
Duties of the Nominating Committee
- Not less than six (6) weeks prior to the Annual General meeting, the Nominating Committee shall mail to all members a list of not fewer than four (4) and not more than twelve (12) candidates for the various functions on the Board.
- Other candidates may be nominated by written petition submitted to the Nominating Committee not less than four (4) weeks prior to the Annual General Meeting and signed by not fewer than eight (8) members in good standing. Such petition shall indicate for which office such candidate is nominated or which candidate nominated by the Nominating Committee he or she is intended to oppose.
- The Committee shall incorporate in or add to its list the name of any candidate named in such a petition and make a copy of such additional list, including the names of the members who have signed such petition, to all members not less than fourteen (14) days prior to the date of the Annual General Meeting.
- The Nominating Committee shall check and tabulate the votes cast during the Annual General Meeting.
- The Club’s accounts shall be reviewed by the Audit Committee and the report of the Audit Committee shall be made available for inspection by members in the Club not less than ten (10) days prior to the Annual General Meeting.
- The Audit Committee shall comprise of three (3) members of the Club, who shall be appointed by the Annual General Meeting.
- The Board shall mail to all members a list of at least three () candidates for the Audit Committee at least four (4) weeks prior to the Annual General Meeting.
- Other candidates for the Audit Committee may be nominated by written petition addressed to the President and/or the Secretary not less than two (2) weeks prior to the Annual General Meeting and signed by not fewer than eight (8) members in good standing. Such petition shall indicate which candidate nominated by the Board such candidate is intending to oppose.
- Members of the Board are not eligible as candidates for the Audit Committee.
- Any vacancy on the Audit Committee between two Annual General Meetings shall be filled by the Board.
Annual General Meeting
- The Annual General Meeting shall take place in the month of March, or as soon thereafter as is practicable, in the Club or elsewhere in New York City. The meeting shall receive the report of the Secretary, the report and account of the Treasurer, and the reports submitted by any Committee as they may from time to time be appointed by the Board. The meeting shall furthermore elect the Board and the Nominating Committee for the subsequent year.
- The lesser of either one-tenth (1/10) of the total number of members or one hundred (100) members shall constitute a quorum. If the quorum is not achieved, the Board shall reconvene the Annual General Meeting as soon as reasonably practicable, but in any event subject to a notice period of at least two (2) weeks. The lesser of either one-tenth (1/10) of the total number of members or twenty-five (25) members shall constitute a quorum for such second meeting.
- Except as otherwise provided in these by-laws, any member of the Board shall be eligible for re-election to any position on the new Board.
- No candidate’s name shall be communicated to the members unless his or her willingness to serve in the office for which he or she is being nominated has been ascertained by the Nominating Committee.
Special General Meeting
- Whenever deemed desirable, the Board may call a Special General Meeting.
- Upon a petition in writing, addressed to the President or his or her alternate and signed by not fewer than eight (8) members in good standing and stating the reason for their request, the Board shall call such a meeting within thirty (30) days from the date or receipt of the petition by the President or his or her alternate.
- The petition and a list of matters to be discussed at the meeting, together with an explanatory statement, shall be posted on the bulletin board in the Club for inspection by the members not less than fourteen (14) days prior to the date of the meeting.
- Matters that are not listed in the notice of the meeting may be discussed, but may not be validly resolved upon.
- The lesser of either one-tenth (1/10) of the total number of members or one hundred (100) members shall constitute a quorum.
Notice of Meetings and Form of Notices
- Unless otherwise provided in these by-laws, the Secretary shall mail a notice of an Annual or Special General Meeting not less than fourteen (14) days prior to the date of the meeting to all members with a list of the matters to be discussed.
- The Club may elect, at its sole discretion, to send all notices for the Annual General Meetings and any Special General Meetings and all other communications to its members, Board and committees by electronic mail, by fax or by mail, provided that if a member, a Board member or a member of a committee specifically requests the Club in writing to receive the notices for the Annual General Meetings and any Special General Meetings by mail, the Club will send such notices to the address specified in such written request.
- Except as otherwise provided in these by-laws, any resolution shall be adopted at an Annual or Special General Meeting by a simple majority vote of the members who are present or, if not present, who are duly represented on the occasion of such meeting.
- Any resolution may be decided by a show of hands or any other forms of open vote, unless the Board decides to vote by written ballot or at least five (5) members of the Club in good standing have submitted a request to vote by written ballot to the Board or the Annual or Special General Meeting, as the case may be.
- Any tie-vote between individuals shall be broken by drawing lots. In case of any other tie-vote, the Chairman shall cast the deciding vote.
- If there are more than two (2) candidates for one (1) office and no candidate receives an absolute majority of the valid votes cast on the first ballot, a runoff vote shall be taken between the two candidates who received the highest number of votes.
- A member entitled to vote may vote by proxy by giving such proxy to a Board member or another member entitled to vote who is present in person.
Amendment of the By-Laws
- The by-laws shall not be amended except by resolution adopted in a Special or Annual General Meeting.
- A proposal to amend the by-laws may be initiated by the Board or may be submitted by written petition addressed to the President or his or her alternate, signed by not fewer than eight (8) members in good standing.
- The Board shall post the proposal on the bulletin board or other conspicuous location in the Club for a period of fourteen (14) days, and simultaneously call a Special or Annual General Meeting. The Proposal shall be mailed to all members, together with the notice of the meeting, which shall be called for a date not later than thirty (30) days after receipt of the petition.
- Approval of an amendment to the by-laws shall be by a majority vote of the members who are present or, if not present, who are duly represented on the occasion of the meeting.
To the fullest extent permitted by law:
(a) The Club will indemnify any person (and that person’s heirs, executors, guardians, administrators, assigns and any other legal representative of that person) who was or is a party or is threatened to be made a party to or is involved in (including as a witness) any threatened, pending, or completed action, suit, proceeding or inquiry (brought in the right of the Club or otherwise), whether civil, criminal, administrative, or investigative, and whether formal or informal, including appeals, by reason of the fact that the person is or was a director or officer of the Club, or, while a director or officer of the Club, is or was serving at the request of the Club as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, for and against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by that person or that person’s heirs, executors, guardians, administrators, assigns or legal representatives in connection with that action, suit, proceeding or inquiry, including appeals. Notwithstanding the foregoing, the Club will indemnify any person seeking indemnification in connection with an action, suit, proceeding or inquiry (or part thereof) initiated by that person only if that action, suit, proceeding or inquiry (or part thereof) was authorized by the Board.
(b) The Club will pay expenses as incurred by any person described in subsection (a) of this Article in connection with any action, suit, proceeding or inquiry described in subsection (a) of this Article; provided, that, if these expenses are to be paid in advance of the final disposition (including appeals) of an action, suit, proceeding or inquiry, then the payment of expenses will be made only upon delivery to the Club of an undertaking, by or on behalf of the person, to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified under this Article or otherwise.
(c) The Club may purchase and maintain insurance on behalf of any person described in subsection (a) of this Article against any liability asserted against that person, whether or not the Club would have the power to indemnify the person against that liability under the provisions of this Article or otherwise.
(d) The provisions of this Article will be applicable to all actions, suits, proceedings or inquiries made or commenced after the adoption of this Article, whether arising from acts or omissions occurring before or after its adoption. The provisions of this Article will be deemed to be a contract between the Club and each director or officer who serves in such capacity at any time while this Article and the relevant provisions of the laws of the State of New York and other applicable law, if any, are in effect, and any repeal or modification of this Article will not adversely affect any right or protection of any person described in subsection (a) in respect of any act or omission occurring prior to the time of the repeal or modification.
(e) If any provision of this Article will be found to be invalid or limited in application by reason of any law or regulation, that finding will not affect the validity of the remaining provisions of this Article. The rights of indemnification provided in this Article will neither be exclusive of, nor be deemed in limitation of, any rights to which any person described in subsection (a) of this Article may otherwise be entitled or permitted by contract, the Certificate of Incorporation, vote of the Board, or otherwise, or as a matter of law, both as to actions in the person’s official capacity and actions in any other capacity while holding such office, it being the policy of the Club that indemnification of any person described in subsection (a) of this Article will be made to the fullest extent permitted by law.
(f) For purposes of this Article, reference to “other enterprises” will include employee benefit plans; reference to “fines” will include any excise taxes assessed on a person with respect to an employee benefit plan; and reference to “serving at the request of the corporation” will include any service as a director or officer of the Club which imposes duties on, or involves services by, that director or officer with respect to an employee benefit plan, its participants, or beneficiaries.
(g) The Club may, by vote of the Board, provide indemnification and advancement of expenses to employees and agents of the Club with the same scope and effect as the foregoing indemnification of and advancement of expenses to directors and officers.
- A resolution to dissolve the Club shall not be adopted except in a Special General Meeting attended in person or by proxy by not less than one-third (1/3) of all members and it shall incorporate such plan of dissolution and distribution of assets as adopted and submitted to the members by the Board. Such resolution shall be adopted if approved by not less than two-thirds (2/3) of the votes cast, not counting blank votes and abstentions, with the affirmative votes at least being equal to the quorum.
- If there is no quorum, the meeting shall be adjourned for four (4) weeks.
- No part of the Club’s assets remaining upon liquidation shall inure to the benefit of its members except to the extent permitted by law.
Interpretation of the By-laws
- The Board shall have final authority to interpret the by-laws and the rules of the Club and such interpretation shall be binding upon the members of the Club.
- The use of one gender in these by-laws is intended to include the other gender.
Unless another effective date shall have been specified, these by-laws and any amendment and restatement thereto shall become effective the day after they have been approved in a Special or Annual General Meeting.