B 1693.242 ºf P 23 1918
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THE
AMERICAN-SCANDINAVIAN
FOUNDATION
CHARTER, CONSTITUTION,
and BY-LAWS
(As Amended, 1918)
25 WEST FORTY-FIFTH STREET
NEW YORK

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unveast of McHGANuBRA*
The American-Scandinavian Foundation
An American institution dedicated to promote better intellec-
tual relations between the United States, Sweden, Denmark, and
Norway. -
Endowed by the late Niels Poulson with upward of $500,000,
yielding about $17,000 annually (with prospect of larger returns
by the sale of unimproved and so far unproductive real estate).
With this amount in the first five years of activity, the Trustees
were enabled to grant seventy-five stipends for study, to organize
Advisory Committees and 8,000 Associates, to publish a bi-
monthly magazine—THE AMERICAN-SCANDINAVIAN REVIEw, to
publish nine volumes of the ScANDINAVIAN CLASSICs, three of the
SCANDINAVIAN MonoGRAPHs, to endow an exhibition of Scandina-
vian Art, and to maintain a service bureau that daily makes con-
nections for Scandinavian students, artists, and inventors, and
gives expert advice about Northern conditions to Americans. 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 administer any further funds en-
trusted to their care.
OFFICERS For 1918
President, WILLIAM HENRY SchoFIELD, Harvard University.
Vice-President, John D. HAGE, New York.
Treasurer, GEORG BECH, New York.
Secretary, HENRY GoDDARD LEACH, New York.
Counsel, HENRY E. ALMBERG, New York.
Trust Agent, UNITED STATES TRUST ComPANY.
Auditors, MACKAY, Irons & Com PANY.
Trustees
John Aspegren. Charles S. Haight. C. S. Peterson.
Georg Bech. Hamilton Holt. Christopher Ravn.
John G. Bergquist. Edwin O. Holter. Charles J. Rhoads.
Samuel T. Dutton. William Hovgaard. W. H. Schofield.
John A. Gade. Frederick Lynch. William H. Short.
John D. Hage. A. H. Palmer.
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. Dutton, 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 II. 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
3
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 object 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.
At least half the members of the Board shall, however, always be
of Scandinavian descent; among these, so far as it can be reason-
ably arranged, Denmark, Norway, and Sweden shall each have
equal representation. No Trustee shall be elected without notice
of his nomination having been sent by the Secretary to each
member of the Board at least thirty days before the time of
election.
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 descent. Said additional
trustee or trustees shall be elected at any regular or special meet-
ing 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
6
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
specifically 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
C f the Board of Trustees. -
BY-LAWS
of the
American-Scandinavian Foundation
ARTICLE I.
TRUSTEES.
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.
W - MEETINGS.
Section I. The annual meeting of the Board of Trustees
shall be held in the city of New York, on the first Saturday of
February 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. -
Section 4. The order of business at the annual meeting of the
Board of Trustees shall be as follows: -
Calling the roll; - f
Reading of the minutes of the last meeting;
Reports of officers; + -
Reports of committees;
Election of officers and trustees;
Unfinished business;
New business.
:
ARTICLE III.
OFFICERS.
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-
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 edit the various publications of the Foundation and shall
be personally responsible for unsigned statements that appear
therein. 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, a
copy of which shall be mailed to each member of the Board.
9
UNIVERSITY OF MICH
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015 04134 5086
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 or 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 ståtement to the Executive Committee 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. -
ARTICLE IV.
- COMMITTEES.
Section 1. The following standing committees shall be elected
by the Board of Trustees at the annual meeting each year:
Executive Committee; Committee on Publications;
Finance Committee; Committee on Endowment;
Committee on Foreign Affairs; Advisory Committees.
Committee on Applications; -
10
Section 2. Said Committees shall meet at such times and
places as may be convenient; shall choose their own chairman
and secretary; 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 at least
three members and shall be charged with the duty of carrying
into effect the directions of the Board of Trustees as to the
management 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 Poard,
Section 4. The Executive Committee shall submit at the
annual meeting a report of the activities of the Foundation, which
shall be printed and published upon the approval of the Board.
Section 5. The Finance Committee shall consist of at least
three members to whom shall be referred for consideration any
expenditure of money or investment of funds, and shall have the
care, the rent, and sale of all real estate, property of the Founda-
tion, subject to the approval of the Board. It shall submit at
the annual meeting if possible, otherwise at the May meeting, a
financial statement for the previous year, which shall be printed
and published in whole or in part.
Section 6. The Committee on Foreign Affairs shall consist of
at least three members. Said committee shall direct all negotia-
tions and supervise all communications concerning affairs of the
Foundation with any persons, institutions, or governments in
foreign lands. g
Section 7. The Committee on Applications shall consist of at
least three members, which committee shall consider all requests
for aid.
Section 8. The Committee on Publications shall consist of at
least three members. The said committee shall direct the publi-
cations of the Foundation, subject to the approval of the Board.
Section 9. The Committee on Endowment shall consist of at
least three members, who shall institute such plans or scope of
sº 11
operations as may be necessary to enlarge the funds of the
Foundation. -
Section Io. Advisory Committees may be appointed from time
to time, by authorization of the Board, in the Scandinavian coun-
tries and other foreign lands, and in various parts of the United
States, the members of which may or may not be Trustees, to
advise the Board and co-operate in the work of the Foundation.
ARTICLE V.
SEAL. -
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.
A-MENE)]MENTS OF BY-LAWS. º,
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.
ARTICLE VII.
Associates.
Persons desiring to express their approval of the work of the
Foundation or their willingness to assist, may on payment of
nominal dues be enrolled as Associates of the Foundation and
receive certain publications of the Foundation at the discretion
of the Trustees. The Secretary shall have the power to enroll
Associates pending ratification or rejection by the Board.
- * 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
. . . . 12