Bylaws

ARTICLE I
Name and Offices
The name of the organization is the American Hungarian Library and Historical Society (the
“Library”), or in Hungarian, Amerikai Magyar Könyvtár és Történelmi Társulat. The principal
office of the Library shall be located within the State of New York as the Board may from time to
time determine. The Library may also have other offices within the State of New York as the Board
of Directors may from time to time determine or the purposes of the Library may require.
ARTICLE II
Purpose
The purposes of the Library shall be those set forth in the Certificate of Incorporation, as may be
amended from time to time.
ARTICLE III
No Members
The Library shall have no members.
ARTICLE IV
Board of Directors
Section 1. Powers and Numbers. The affairs and property of the Library shall be managed by or
under the direction of the Board of Directors (the “Board”) in accordance with the purposes and
limitations set forth in the Certificate of Incorporation and in these Bylaws. The number of
directors shall be at least three (3) but no more than seven (7). Within these specified limits, the
number of directors can be increased or decrease from time to time, by resolution of the Board,
but such action by the Board shall require a vote of a majority of the entire Board and no decrease
shall shorten the term of any incumbent director.
Section 2. Election and Term. The initial directors shall be the persons previously elected as
Trustees under the original Bylaws adopted on the 20th of June 1956 and shall serve until the first
annual meeting of the Board adopting the Bylaws herin. In the election held by the Library at the
first annual meeting of the Board, there shall be directors elected. To become a director, a person
shall be nominated by a director and elected by a majority of the Board. The term for Directors is
five (5) years, which can be renewed by a majority of the Board. The Directors shall continue in
office for such term(s) and until such director’s successor shall have been elected or qualified, or
until such director’s death, resignation or removal. Each Director agrees to sign and abide by the
terms of the Board Member Commitment Form attached at Exhibit B.
Section 3. Newly Created Directorships. Newly created directorships resulting from an
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increase in the authorized number of directors and vacancies occurring in the Board for any cause,
including any vacancy occurring by reason of the removal of any director from office with or
without cause, may be filled by the vote of the majority of the directors then in office, although
less than a quorum, or by a sole remaining director. Each director so elected shall serve until the
next annual meeting and until such director’s successor is elected or appointed and qualified or
until such director’s earlier death, resignation, or removal.
Section 4. Removal. Any director may be removed at any time, with cause, at any meeting by a
majority of the entire Board or by action in writing signed by all of the other directors.
Section 5. Resignation. Any director may resign at any time by giving thirty (30) days written
notice to the President or Secretary. The resignation shall take effect at the time specified therein,
and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make
it effective.
Section 6. Meetings. The annual meeting and regular meetings of the Board shall be held at
such times and places as may from time to time be fixed by the Board or may be specified in a
notice of meeting. Regular or special meetings of the Board may be held at any time upon the
call of the President or any two directors in person, by conference call or similar communication
methods, or by electronic mail.
Section 7. Notice of Meetings. Notice need not be given of regular meetings of the Board if the
time and place of such meetings are fixed by the Board. Notice of each special meeting of the
Board must be given to each director not less than two (2) days before such meeting. Notice may
be in writing and sent by mail, addressed to such director at his/her address as it appears on the
records of the President, with prepaid postage thereon. Such notice shall state the time and place
where the meeting is to be held and to the extent possible, the purpose(s) for which the meeting is
called. Such notice shall be deemed to have been given when it is deposited in the United States
mail. Notice may also be given by telephone or sent by courier service, electronic mail or similar
electronic communication platforms (“e-mail”) or hand delivery. Notice of any adjournment of a
meeting of the Board to another time or place shall be given to any directors who were not present
at the time of the adjournment. Notice of a regular or special meeting need not be given to a director
who submits a signed waiver of notice before or at the meeting’s commencement, or who attends
the meeting without protesting (not later than the commencement of the meeting) the lack of notice
to him or her.
Section 8. Quorum. At each meeting of the Board, the presence of one-half of the total number of
directors shall constitute a quorum for the transaction of business. If a quorum is not present at any
meeting of the Board, a majority of the directors present may adjourn the meeting from time to
time without notice other than by announcement at the meeting, until such a quorum is present.
Section 9. Manner of Acting. The vote of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board. In the case of a tie, the President has the
casting vote.
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Section 10. Meeting by Conference Telephone or Electronic Forms of Communication. All, any
one, or more members of the Board or any committee thereof may participate in a meeting of the
Board or such committee by means of a conference telephone or similar communication equipment
allowing all persons participating in the meeting to hear each other at the same time. Participation
by such means shall constitute presence in person at a meeting.
Section 11. Action Without a Meeting. Any action required or permitted to be taken by the Board
or any committee thereof may be taken without a meeting if a majority of members of the Board
consent in writing to the adoption of a resolution authorizing the action. The resolution and written
consents thereto by the members of the Board or such committee shall be filed with the minutes
of the proceedings of the Board or such committee.
Section 12. Compensation of Directors. The Library shall not pay compensation to directors for
services rendered to the Library in their capacity as directors, except that directors may be
reimbursed for reasonable expenses incurred in the performance of their duties to the Corporation.
This shall not in any way limit reimbursement of or payment for services provided to the Library
by the director in any capacity separate from his or her responsibilities as a director, provided that
there is full disclosure of the terms of such compensation and the arrangement has been approved
by the Board. The provisions of this section shall not in any way limit reimbursement of or payment
for services provided to the Library by any organization in which a director is affiliated, subject to
the conflict of interest policy.
ARTICLE V
Advisory Board
The Board, by resolution adopted by a majority of the entire Board, may designate an Advisory
Board. Such Advisory Board shall consist of persons who are interested in the purpose and
principles of the Corporation. The Advisory Board and each member thereof shall serve at the
pleasure of the Board. Any vacancy in the Advisory Board may be filled and the Board may
remove any member of the Advisory Board, either with or without cause. The Advisory Board
shall advise the Board as to any matters that are put before it by the Board concerning the
Corporation. The Advisory Board shall not have or purport to exercise any powers of the Board
nor shall it have the power to bind the Library in any manner.
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ARTICLE VI
COMMITTEES
Section 1. Nominating Committee. By resolution of the Board, a Nominating Committee may be
appointed consisting of three (3) directors, who shall be elected by a plurality of the votes cast by
the directors of the Library at each Annual Meeting and shall serve until the next Annual Meeting.
The Nominating Committee shall present a slate of nominees for the Board at the next Annual
Meeting following its election.
Section 2. Other Standing Committees. The Board, by resolution adopted by a majority of the
entire Board, may designate from among its members standing committees consisting of three (3)
or more directors. The standing committees shall have such authority as the Board shall by
resolution provide; except that no such committee shall have authority as to the following matters:
(a) The filling of vacancies in the Board or in any committee.
(b) The fixing of compensation of the directors for serving on the Board or on any
committee.
(c) The amendment or repeal of the Bylaws, or the adoption of new Bylaws.
(d) The amendment or repeal of any resolution of the Board which by its terms, shall
not be so amendable or repealable. Any reference in these Bylaws to the Board shall
include the Executive Committee unless the context or express provision otherwise
indicates.
Section 3. Special Committees. The Board may designate special committees, each of which shall
consist of such persons and shall have such authority as is provided in the resolution designating
the committee, except that such authority shall not exceed the authority conferred on the Executive
Committee by Section 2 of this Article VI.
Section 4. Meetings. Meetings of committees, of which no notice shall be necessary, shall be held
at such time and place as shall be fixed by the President of the Library or the chairman of the
committee or by vote of a majority of all of the members of the committee.
Section 5. Quorum and Manner of Acting. Unless otherwise provided by resolution of the Board,
a majority of all of the members of a committee shall constitute a quorum for the transaction of
business and the vote of a majority of all of the members of the committee shall be the act of the
committee.
The procedures and manner of acting of the Executive Committee and of the committees of the
Board shall be subject at all times to the directions of the Board.
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Section 6. Tenure of Members of Committees of the Board. Each committee of the Board and
every member thereof shall serve at the pleasure of the Board.
Section 7. Alternate Members. The Board may designate one (1) or more directors as alternate
members of the Executive Committee or of any standing committee of the Board, who may replace
any absent member or members at any meeting of such committee.
ARTICLE VII
Officers
Section 1. Officers. The officers of the Library shall at least consist of a President, a Secretary
and a Treasurer, and such other officers, if any, including one or more Vice Presidents, as the
Board may from time to time appoint. All officers shall be chosen by and shall serve at the
pleasure of the Board.
Section 2. Election, Term of Office, and Qualifications. The officers of the Library shall be
elected bi-annually by a majority vote of the Board at the annual meeting of the Board, and each
officer shall hold office until such officer’s successor is elected and qualified or until such
officer’s earlier death, resignation, or removal. Except as may otherwise be provided in the
resolution of the Board choosing an officer, no officer need be a director. One person may hold,
and perform the duties of, more than one office, provided that the same person may not hold the
offices of President and Secretary. All officers shall be subject to the supervision and direction of
the Board.
Section 3. Removal. Any officer elected or appointed by the Board may be removed at any time,
with or without cause, at any meeting by a majority of the entire Board at which a majority of
the directors is present or by action in writing signed by all directors.
Section 4. Resignations. Any officer may resign at any time by giving five (5) days written
notice to the Chairperson. The resignation shall take effect at the time specified therein, and,
unless otherwise specified therein, the acceptance of such resignation shall not be necessary to
make it effective.
Section 5. Vacancies. A vacancy in any office arising from any cause shall be filled for the
unexpired portion of the term in the manner prescribed in these Bylaws for regular
appointment to such office.
Section 6. President. The President shall be the Chief Executive Officer of the Library and the
Chairman of the Board of Directors and:
(a) preside at all meetings of the Board;
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(b) exercise general charge and supervision of the affairs of the Library and shall
do and perform such duties as the Board may assign to the President;
(c) keep the Board fully informed about the activities of the Corporation;
(d) have the power to sign and execute alone in the name of the Library all
contracts authorized either generally or specifically by the Board, unless the
Board shall specifically require an additional signature.
Section 7. Vice President. At the request of the President, or in the event of the President’s
absence or disability, the Vice President shall perform the duties and possess and exercise the
powers of the President, and the Vice President shall have such other powers and perform
such other duties as the Board may assign to the Vice President.
Section 8. Secretary. The Secretary shall:
(a) record and keep the minutes of all meetings of the Board in books to be kept
for that purpose;
(b) see that all notices and reports are duly given or filed in accordance with these
Bylaws or as required by law;
(c) be custodian of the records (other than financial) and have documents whose
execution on behalf of the Library under its seal is required by law or duly
authorized in accordance with these Bylaws; and
(d) in general, perform all duties incident to the office of Secretary and such other
duties as the Chair of the Board may from time to time assign to the Secretary.
Section 9. Treasurer. The Treasurer shall:
(a) have charge and custody of, and be responsible for, all funds and securities of the
Library and deposit all such funds in the name of the Library in such depositories
as shall be designated by the Board;
(b) exhibit at all reasonable times the Corporation’s books of account and records to
any of the directors of the Library upon application during business hours at the
office of the Library where such books are kept;
(c) render a statement of the condition of the finances of the Library at the annual
meeting of the Board;
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(d) receive, and give receipt for, amounts due and payable to the Library from any
source whatsoever and, subject to the direction of the Board, authorizing the
disbursement of funds of the Corporation;
(e) in general, perform all the duties incident to the office of Treasurer, and such
other duties as the Chair or the Board may from time to time assign to the
Treasurer; and
(f) if required by the Board, give such security for the faithful performance of the
Treasurer’s duties as the Board may require.
Section 10. Employees and Other Agents. The Board may from time to time appoint such
employees and other agents as it shall deem necessary, each of whom shall hold office at the
pleasure of the Board, and shall have such authority and perform such duties and shall receive
such reasonable compensation, if any, as a majority of the Board may from time to time
determine. To the fullest extent allowed by law, the Board may delegate to any employee or
agent any powers possessed by the Board and may prescribe their respective title, terms of office,
authorities and duties.
Section 11. Compensation. Any Officer, employee or agent of the Library is authorized to
receive a reasonable salary or other reasonable compensation for services rendered to the
Library when authorized by a majority of the Board, and only when so authorized.
ARTICLE VIII
Execution of Instruments
Section 1. Contracts and Instruments. The Board, subject to the provisions of Article XI, may
authorize any officer or agent of the Library to enter into any contract or to execute and deliver
any instrument in the name of and on behalf of the Corporation. Such authority may be general or
may be confined to specific instances. No instrument required to be signed by more than one
officer may be signed by one person in more than one capacity.
Section 2. Deposits. Funds of the Library may be deposited from time to time to the credit of the
Library with the depositories that are selected by the Board.
Section 3. Orders for the Payment of Money and Endorsed for Deposit.
(a) all checks, drafts or other orders for the payment of money, notes, or acceptances
issued in the name of the Library shall be signed by the office or officers or agent
or agents of the Library authorized, and in the manner determined, from time to
time by resolution of the Board.
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(b) Endorsements for deposits to the credit of the Library in any of its authorized
depositors may be made, without countersignature, by any officer of the
Library or may be endorsed by hand-stamped impression in the name of
Corporation, unless otherwise provided by resolution of the Board.
ARTICLE IX
Indemnification
Section 1. Indemnification. The Library may, to the fullest extent now or hereafter
permitted by law, indemnify any person made, or threatened to be made, a party to
any action or proceeding by reason of the fact that he or she, his or her testator or
intestate, was a director, officer, employee or agent of the Corporation, against
judgments, fines, amounts paid in settlement and reasonable expenses, including
attorneys’ fees. No indemnification may be made to or on behalf of any such person
if (a) his or her acts were committed in bad faith or were the result of his or her
active and deliberate dishonesty and were material to such action or proceeding or
(b) he or she personally gained in fact a financial profit or other advantage to which
he or she was not legally entitled.
Section 2. Insurance. The Library shall have the power to purchase and maintain
insurance to indemnify the Library for any obligation which it incurs as a result of
its indemnification of directors, officers and employees pursuant to Section 1
above, or to indemnify such persons in instances in which they may be
indemnified pursuant to Section 1 above.
ARTICLE X
General Provisions
Section 1. Fiscal Year. The Board shall fix the fiscal year of the Corporation.
Section 2. Seal. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words “Corporate Seal, Not-for-
Profit, New York.” The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.
Section 3. Books and Records. The Library shall keep correct and complete books
and records of the activities and transactions of the Corporation, including a minute
book, which shall contain a copy of the Certificate of Incorporation, a copy of these
Bylaws, all resolutions of the Board, and all minutes of meetings of the Board and
committees thereof.
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ARTICLE XI
Conflicts of Interest
Any potential conflict of interest which could result in a direct or indirect financial or
personal benefit to a director, officer or staff member must be disclosed on good faith
or known to the Board, and must be resolved pursuant to the Conflict of Interest Policy
adopted by the Library (which is annexed to these s as Exhibit A, and shall be referred
to as the “Conflict of Interest Policy”).
ARTICLE XII
Amendments
These Bylaws may be amended or repealed by the affirmative vote of two-thirds of
the entire Board present at any meeting of the Board at which a quorum is present.
Such action is authorized only at a duly called and held meeting of the Board for
which written notice of such meeting, setting forth the proposed alteration, is given
in accordance with the notice provisions for special meetings set forth herein.
ARTICLE XIII
Non-Discrimination
In all of its dealings, neither the Library nor its duly authorized agents shall
discriminate against any individual or group for reasons of race, color, creed, sex, age,
culture, national origin, marital status, sexual preference, or mental or physical
handicap.
ARTICLE XIV
Reference to Certificate of
Incorporation
References in these Bylaws to the Certificate of Incorporation shall include all
amendments thereto or changes thereof unless specifically excepted.