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 THE 
 
 AMERICAN-SCANDINAVIAN 
 
 FOUNDATION ^n)^^ yo<\\ 
 
 CHARTER, CONSTITUTION 
 and BY-LAWS 
 
 507 FIFTH AVENUE 
 
 NEW YORK 
 
 1913 
 
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 The American-Scandinavian Foundation 
 
 Under the Gracious Patronage of their Majesties, the King of 
 Denmark, the King of Norway, and the King of Sweden. 
 
 The American-Scandinavian Foundation consists of a self- 
 perpetuating Board of Trustees, incorporated in 1911, to hold in 
 trust and administer an endowment created by the late Niels 
 Poulson. Its purpose is to cultivate closer intellectual relations 
 between residents of the United States and the Scandinavian 
 countries. The Foundation carries out this end by granting 
 stipends to students and aids to educational undertakings, by 
 publications, and in other ways. 
 
 The estate controlled by the Trustees amounted on February 
 1, 1913, to slightly over $500,000, consisting of $100,000 given by 
 Mr. Poulson before his death and the balance received according 
 to the terms of his will. It was the express desire of the founder 
 that other benefactors should add to the endowment, and the 
 Trustees are privileged by their charter to receive and admin- 
 ister any further funds entrusted to their care. 
 
 President, Frederick Lynch. 
 Vice-President, Christopher Ravn. 
 Treasurer, William H. Short. 
 Counsel, H. E. Almberg. 
 Secretary, Henry Goddard Leach. 
 
 Trustees 
 
 Louis S. Amonson, Philadelphia. 
 
 Prof. Samuel T. Button, Columbia University. 
 
 John A. Gade, New York. 
 
 John D. Hage, New York. 
 
 Charles S. Haight, New York. 
 
 Consul Oscar H. Haugan, Chicago. 
 
 Hamilton Holt, New York. 
 
 Prof. William Hovgaard, Massachusetts Institute of Technology. 
 
 Alexander E. Johnson, New York. 
 
 Rev. Frederick Lynch, New York. 
 
 Prof. Arthur H. Palmer, Yale University. 
 
 Consul-General Christopher Ravn, New York. 
 
 Prof. William Henry Schofield, Harvard University. 
 
 William H. Short, New York. 
 
 Consul Charles A. Smith, Oakland, Cal. 
 
CHAPTER 15, LAWS OF STATE OF NEW YORK. 1911 
 SIGNED BY GOVERNOR DIX, MARCH 16, 1911 
 
 CHARTER 
 
 An Act to Incorporate 
 The American-Scandinavian Foundation 
 
 The people of the State of New York, represented in Senate 
 and Assembly, do enact as follows : 
 
 Section I. Louis S. Amonson, Charles S. Haight, Hamilton 
 Holt, Alexander E. Johnson, Frederick Lynch, Seward Prosser, 
 William H. Schofield, Samuel T. Button, Oscar H. Haugan, 
 William Hovgaard, Carl Lorentzen, Arthur H. Palmer, Chris- 
 topher Ravn, Charles A. Smith, William H. Short, together with 
 such persons as they may associate with themselves and their 
 successors, are hereby constituted a body corporate by the name 
 of the American-Scandinavian Foundation, for the purpose of 
 receiving and maintaining a fund or funds and applying the 
 income thereof for the purpose of maintaining an exchange of 
 Students and Teachers, and for supporting all other forms of 
 educational intercourse between the United States of America, 
 Denmark, Norway and Sweden, to do and perform all things 
 necessary to encourage and uphold by any means the objects of 
 the said foundation which from time to time shall seem expedient 
 to its trustees, thereby 
 
 (1) Cultivating closer relations between the Scandinavian 
 countries and the United States of America, and 
 
 (2) Strengthening the friendly bonds between the American- 
 Scandinavians. 
 
 Section H. The Corporation hereby formed shall have power 
 to take and hold by bequest, devise, gift, purchase or lease, any 
 property real or personal, without limitation as to amount or 
 
value, except such limitations, if any, as the Legislature shall 
 hereinafter impose, to convey such property and to invest and 
 re-invest any principal and deal with and expend the income of 
 the corporation in such manner as in the judgment of its trustees 
 •will best promote its objects. It shall have all the power and 
 be subject to all the restrictions which now pertain by law to 
 membership corporations as far as the same are applicable thereto 
 and are not inconsistent with the provisions of this act. 
 
 Section III. The persons named in the first section of this 
 act shall constitute the first Board of Trustees and constitute the 
 members of the said corporation and shall have the direction and 
 management of the affairs of the corporation and the control 
 and disposition of its property and funds, and said persons before 
 mentioned or a majority of them shall hold a meeting and 
 organize the corporation and have full power to adopt a consti- 
 tution and by-laws not inconsistent with the constitution and 
 laws of this State The constitution shall prescribe the quali- 
 fications, manner of selection, and the number of trustees to be 
 appointed, the number of trustees who shall constitute a quorum 
 for the transaction of the business at the meeting of the corpora- 
 tion, the qualifications, manner of selection of such officers and 
 employees as may be deemed necessary in transacting the busi- 
 ness affairs of the corporation and any other provisions for the 
 management and disposition of the property and regulation of 
 the affairs of the corporation which may be found necessary to 
 best carry out the objects and purposes of the donor. 
 
 Section IV. This act to take effect immediately. 
 
CONSTITUTION 
 
 of the 
 
 American-Scandinavian Foundation 
 
 Founded by Niels Poulson of Brooklyn, New York, in 
 the year of our Lord Nineteen Hundred and Eleven. 
 
 Article I. 
 
 This corporation shall be known as the American-Scandinavian 
 Foundation. 
 
 Article II. 
 
 The objects of this Foundation shall be: 
 
 To receive by gift, bequest, devise, grant, purchase, lease, trans- 
 fer or otherwise any real or personal property, to hold such 
 property and to apply the income therefrom (or the principal if 
 a donor shall so specifically direct) for the following purposes: 
 
 (1) To cultivate closer relations between the Scandinavian 
 countries and the United States, and to strengthen the bonds 
 between Scandinavian-Americans. 
 
 (2) To maintain an interchange between the United States 
 and the Scandinavian countries of students, teachers and lec- 
 turers; to assist deserving Scandinavian and American students 
 in obtaining a higher education; and to advance Scandinavian 
 influence and culture in the United States. 
 
 (3) To advance the interests of Scandinavians in the United 
 States in such ways and by such means as may from time to 
 time seem wise, in the judgment of the Board of Trustees. 
 
 Article III. 
 
 Section i. All property received by the Foundation and the 
 business of the Foundation shall be managed by a Board of 
 Trustees, which Board shall consist of the persons named in the 
 5 
 
first section of the act incorporating the Foundation. (Laws of 
 the State of New York, 1911, Chapter 15.) 
 
 Section 2. Said Trustees and their successors shall serve for 
 life, except in case of incapacity, and except also that any trustee 
 may be removed from office by the affirmative vote of four-fifths 
 of the whole Board of Trustees voting in person or by proxy 
 at any regular or special meeting, provided notice shall have 
 been properly mailed to each trustee at least thirty days before 
 the date of said meeting that a resolution will be offered for the 
 removal of said trustee. 
 
 Section 3. In case of a vacancy in the Board of Trustees by 
 reason of death, resignation, incapacity or removal, such vacancy 
 or vacancies shall be filled by the remaining Trustees at any 
 regular or special meeting by a vote of four-fifths of the whole 
 Board of Trustees voting in person or by proxy at said meeting. 
 The Board shall, however, always contain at least eight members 
 of Scandinavian birth and shall, so far as is reasonably possible, 
 always contain at least two members born in each of the Scandi- 
 navian countries. 
 
 Section 4. At all meetings of the Foundation a majority of 
 the Trustees shall be necessary to constitute a quorum. 
 
 Section 5. The President, Vice-President, Secretary and 
 Treasurer shall be chosen by the Board of Trustees at the annual 
 meeting of the Board, to be held each year at such time and place 
 as the By-Laws may provide. 
 
 Section 6. The Trustees shall have the power to increase the 
 number of trustees, and to elect such additional trustees as they 
 may deem wise, provided that not less than one-half of all the 
 trustees shall be of Scandinavian birth. Said additional trustee 
 or trustees shall be elected at any regular or special meeting by 
 a vote of four-fifths of the whole Board of Trustees voting in 
 person or by proxy at said meeting. 
 
 Article IV. 
 
 The funds of the Foundation shall be invested in such secu- 
 rities as are authorized at the time of the investment, by the 
 laws of the State of New York for the investment of trust 
 funds. No investment shall be made, and no property or secu- 
 
rities held by the Foundation shall be sold, except in accordance 
 with a majority vote of the whole Board of Trustees. Only the 
 income of the property held by the Trustees shall be applied to 
 the uses and purposes of the Foundation, unless it shall be specifi- 
 cally stipulated to the contrary by some future benefactor. 
 
 Article V. 
 
 The services of the Trustees of said Foundation, acting as 
 trustees, shall be gratuitous, but the Board of Trustees may 
 provide for the reasonable expenses incurred by trustees in the 
 performance of their duties, and may fix such salaries as they 
 deem proper for the services of the secretary, and such em- 
 ployees as they consider necessary for the proper management 
 of the affairs of the Foundation. 
 
 Article VI. 
 
 The Foundation shall have power to adopt By-Laws not incon- 
 sistent with the provisions of this constitution and the laws of 
 the State of New York. 
 
 Article VII. 
 
 This Constitution may be amended at any regular or special 
 meeting of the Trustees by a two-thirds vote of the whole Board 
 of Trustees, present in person or by proxy, provided notice shall 
 have been properly mailed to each member of the Board of 
 Trustees at least thirty days before the date of said meeting, 
 which notice shall contain a copy of the proposed amendment and 
 a statement of the object to be accomplished by the proposed 
 change. Any member of the Board of Trustees may propose an 
 amendment to this Constitution by forwarding the same to the 
 Secretary of the Board, who shall mail the same to each member 
 of tlie Board of Trustees. 
 
BY-LAWS 
 
 of the 
 
 American-Scandinavian Foundation 
 
 Article I. 
 
 The property of the corporation and its business shall be man- 
 aged and controlled by a board of fifteen or more trustees, who 
 shall be appointed or elected in accordance with the provisions 
 of the constitution. 
 
 Article II, 
 
 Section i. The annual meeting of the Board of Trustees 
 shall be held in the city of New York, on the third Saturday of 
 January in each year, for the election of officers for the ensuing 
 year, and for the transaction of such other business as may 
 properly come before said meeting. Notice of the time and place 
 of such meeting shall be given by mailing the same at least thirty 
 days prior to the holding of such meeting to each trustee, ad- 
 dressed to his residence or place of business, as the same shall 
 appear on the books of the Foundation. 
 
 Section 2. In addition to the annual meeting, the Board of 
 Trustees shall hold regular meetings on the first Saturday of 
 May and the first Saturday of November of each year on the 
 same notice as required by section 1. 
 
 Section 3. Special meetings of the Trustees shall be called by 
 the President, Vice-President or Secretary in the same manner 
 and upon the same notice, upon the written request of any five 
 members of the Board. 
 
 8 
 
Section 4. The order of business at the annual meeting of the 
 Board of Trustees shall be as follows : 
 
 1. Calling the roll; 
 
 2. Reading of the minutes of the last meeting; 
 
 3. Reports of officers; 
 
 4. Reports of committees; 
 
 5. Election of officers and trustees; 
 
 6. Unfinished business ; 
 
 7. New business. 
 
 Article III. 
 
 Section I. The officers of the Foundation shall be a President, 
 Vice-President, Secretary and Treasurer, which officers shall 
 be elected by the Board of Trustees by ballot at the annual meet- 
 ing each year, and shall hold office for one year or until their 
 successors are chosen. The President and Vice-President shall, 
 and the Secretary and Treasurer may, be chosen from among 
 the members of the Board. 
 
 Section 2. The President shall be ex-officio chairman of the 
 Board of Trustees, and shall preside at all regular and special 
 meetings of the said Board. He shall have general supervision 
 of the affairs of the Foundation, shall sign and execute all instru- 
 ments in the name of the Foundation, when authorized so to do 
 by the Board of Trustees, and shall countersign all checks drawn 
 by the Treasurer. 
 
 Section 3. The Vice-President shall, in the absence of the 
 President, perform all the duties of that officer. 
 
 Section 4. The Secretary shall keep the minutes of the Board 
 in a proper book provided for that purpose ; shall give the proper 
 notices of all meetings of the Board; shall have the custody of 
 the seal of the Foundation and shall affix the same to all instru- 
 ments requiring the seal, when so directed by the Board of 
 Trustees. He shall have general charge, subject to the control 
 of the Board of Trustees and of the Executive Committee, of 
 all matters of administration; he shall prepare and submit to 
 the Board of Trustees and Executive Committee plans and sug- 
 9 
 
gestions for the work to be undertaken by the Foundation, shall 
 assist the Treasurer in keeping the accounts of the Foundation 
 and perform such other duties as may be assigned to him. He 
 shall submit to the Board of Trustees at least ten days before 
 the annual meeting a written report of the work done by the 
 Foundation during the preceding fiscal year (which shall end 
 December 31st of each year), together with recommendations as 
 to the work to be undertaken during the succeeding year, and 
 the appropriations necessary therefor, a copy of which shall be 
 mailed to each member of the Board. 
 
 Section 5. The Treasurer shall have charge of all funds, 
 securities and other property belonging to the Foundation. Such 
 funds as are kept on deposit shall be deposited in the name of 
 the American-Scandinavian Foundation in such banks or trust 
 companies as the Board of Trustees shall designate, and all 
 securities shall be kept in a safe of a safe deposit company 
 designated by the Board, and shall be open to the access of the 
 Treasurer only when accompanied by the President or Vice- 
 President. The Treasurer shall, under the direction of the Board 
 of Trustees of the Executive Committee, disburse all moneys, 
 sign all checks, and in general have entire charge of the dis- 
 bursement of the funds of the Foundation, in accordance with 
 the directions of the Board of Trustees. The Treasurer shall 
 render a statement of his accounts to the Board of Trustees at 
 its annual meeting, copy of which shall be mailed to each member 
 of the Board at least ten days before said meeting, and shall 
 render a similar statement to the Executive Com.mittee whenever 
 it shall require the same. He shall enter or cause to be entered, 
 in proper books of account to be kept by him for that purpose, 
 full and accurate accounts of all moneys and property received, 
 and their disposition. He shall at all reasonable times exhibit 
 his books of account to any trustee of the Foundation upon appli- 
 cation at the office of the Treasurer during business hours; he 
 shall perform all the acts incident to the position of Treasurer, 
 and shall be required to give bond for the faithful performance 
 of his duties in such sum as the Board of Trustees may require. 
 
 The accounts of the Treasurer shall be audited at least once a 
 year by a regular chartered accountant designated by the Board 
 of Trustees. 
 
 10 
 
Article IV. 
 
 COMMITTEES. 
 
 Section i. The following standing committees shall be elected 
 by the Board of Trustees at the annual meeting each year : 
 
 Executive Committee ; 
 
 Finance Committee; 
 
 Committee on Foreign Affairs; 
 
 Committee on Applications. 
 
 Section 2. Said Committees shall meet at such times and places 
 as may be convenient; shall choose their own chairman and sec- 
 retary; and may pass such rules to govern their meetings as shall 
 seem necessary, provided the same are not inconsistent with the 
 Constitution and these By-Laws. A majority of the members 
 of each committee shall constitute a quorum. 
 
 Section 3. The Executive Committee shall consist of five 
 members and shall be charged with the duty of carrying into 
 effect the directions of the Board of Trustees as to the manage- 
 ment of the affairs of the Foundation and the expenditure of 
 the income of the funds held by it, during the intervals between 
 the meetings of the Board of Trustees; but it shall have no 
 authority whatever to dispose of property held by the Founda- 
 tion or to commit the Foundation to any expenditure unless such 
 action has previously been specifically authorized by the Board. 
 
 Section 4. The Executive Committee shall submit at the 
 annual meeting a report of the activities of the Foundation, and 
 a financial statement for the previous year, which shall be printed 
 and published upon the approval of the Board. 
 
 Section 5. The Finance Committee shall consist of three 
 members to whom may be referred for consideration any expen- 
 diture of money or investment of funds. 
 
 Section 6. The Committee on Foreign Affairs shall consist of 
 five members. Said committee shall direct all negotiations and 
 supervise all communications concerning affairs of the Founda- 
 tion with any persons, institutions or governments in foreign 
 lands. 
 
 Section 7. The Committee on Applications shall consist of 
 three members, which committee shall consider all requests for 
 aid. 
 
 11 
 
LIBRftRY OF CONGRESS 
 
 Article V. ^ 028 133 740 3 
 
 The Seal of the Foundation shall be circular in form, and shall 
 have inscribed thereon in the margin the following words and 
 figures : "The American-Scandinavian Foundation, Established by 
 Niels Poulson, incorporated 1911." 
 
 Article VI. 
 
 AMENDMENTS OF BY-LAWS. 
 
 These By-Laws may be amended at any regular or special 
 meeting of the Board of Trustees by a two-thirds vote of the 
 members present, provided written notice of the proposed amend- 
 ment shall have been served personally upon or mailed to each 
 member of the Board thirty days prior to the meeting. 
 
 FORM OF BEQUEST. 
 
 I, hereby give, devise, 
 
 and bequeath to the American-Scandinavian Foundation, incor- 
 porated on March 16, 1911, by special act of the Legislature of 
 the State of New York, the sum of 
 
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