BY-LAWS OF GEMUETLICHKEIT DAYS, INC December 3, 2012 ARTICLE I – Gemuetlichkeit Days 1.1 This organization is incorporated under the Wisconsin Non-stock Corporation Law and shall be known as Gemuetlichkeit Days, Inc. The location of the principal office shall be Jefferson, Wisconsin. ARTICLE II – PURPOSE OF ORGANIZATION 2.1 The corporation shall be operated exclusively for the purpose of sponsoring and maintaining annual celebrations, to recall and draw attention to the German heritage of Jefferson, Wisconsin, and shall not be operated for profit (except that the corporation shall be authorized and empowered to pay compensation in a reasonable amount for services rendered), and shall be devoted primarily to promoting the common good and general welfare of the people of the community by instilling a spirit of community pride and understanding through a community effort, and be operated primarily for the purpose of bringing about civic betterments and social improvements. The corporation shall not directly or indirectly participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office. Moreover, the corporation shall not be primarily operated as a social club for the benefit, pleasure, or recreation of its members, nor shall the corporation carry on a business with the general public in a manner similar to organizations that are operated for profit. Notwithstanding any other provision herein, the corporation shall not carry on any activities not permitted to be carried on by an organization exempt from federal income tax under section 501 (a) as an organization described in section 501 (c) (4) of the Internal Revenue Code as now in effect. ARTICLE III – MEMBERS 3.1 A member may be a person, firm, corporation organized under any law, whether stock or non-stock, partnership, and association. Membership in the corporation shall be only upon approval by or under the authority of an affirmative vote of the majority of the board of directors in attendance. 3.2 The corporation shall be made up of the following: a board of directors, associate directors and past royalty. 3.3 Each member shall be entitled to one vote on each matter submitted to a vote. At a General Meeting. A member may vote in person or by proxy executed in writing by the member. 3.4 Membership of any member shall be terminated by death, voluntary withdrawal, or expulsion by affirmative vote of two-thirds of all of the board of directors for cause and subject to such provision. Upon termination of membership, all the rights of the member in the corporation or in its property shall cease. ARTICLE IV – MEETINGS OF MEMBERS 4.1 Annual meetings of the membership shall be held in the month of January in each year at such time and place in Jefferson, Wisconsin, as may be fixed by the board of directors, for the purpose of electing directors, for organizational purposes, and the transaction of such other business as may come before the meeting. 4.2 Special meetings of the members may be called by the president, the board of directors, or by the secretary on the written request of 10 percent of the members of the corporation. 4.3 Written notice stating the day, time, and place of all meeting shall be communicated by the President at least 48 hours before the time appointed for such meeting. The reigning King and Queen of Gemuetlichkeit will prepare a schedule and place of regular meetings for the upcoming year. 4.4 One-tenth of the members entitled to vote, present in person or represented by proxy shall constitute a quorum at any meeting of members. ARTICLE V – BOARD OF DIRECTORS 5.1 The business and affairs of the corporation shall be managed by the board of directors. 5.2 The number of elected directors of the corporation shall be nine. Each director shall be elected by the members and hold office for a term of 3 years, and until a successor shall have been duly elected and qualified. The past King and Queen shall serve for one year. 5.3 Annual meetings of the board of directors shall be held in the month of January in each year prior to the regular meeting. 5.4 Regular or special meetings of the board of directors are to be held monthly. Time and place as may be designated or called by the president or at the request of three directors. 5.5 A majority of the board of directors shall constitute a quorum for the transaction of business and affairs at any meeting of the directors. The act of the majority of directors present at a meeting at which a quorum is present shall be the act of the board of directors. 5.6 Any vacancy occurring in the board of directors, including a vacancy created by an increase in the number of director’s, may be filled until the next succeeding annual election by the affirmative vote of a majority of directors remaining in office. 5.7 Board membership in the corporation, or any right arising therefrom, is not transferable or assignable and three unexcused absences would mean disinterest and that member will be considered resigned from the board. ARTICLE VI – OFFICERS 6.1 The officers of the corporation shall consist of a president, a vice president, a secretary, and treasurer and assistant treasurer, each of whom shall be elected from the board of directors. No person shall hold more than one office at the same time. 6.2 All officers of the corporation shall be elected annually at the regular annual meeting of the board of directors, each for the term of one year. And until a successor shall have been duly elected and qualified. 6.3 Any officer elected by the board of directors may be removed by the board of directors whenever in their judgment the best interest of the corporation will be served thereby. The removal of an officer shall be without prejudice to the contract rights, if any, of the officer so removed. 6.4 Any vacancy in any office by resignation, removal, disqualification or otherwise shall be filled by the board of directors until the next succeeding annual election. 6.5 All officers and agents of the corporation shall have such authority and perform such duties in the management of the corporation as set forth in these by-laws or as may be determined by resolution of the board of directors not inconsistent with the by-laws. 6.6 The president shall be the principal executive officer of the corporation and shall in general supervise and control of all of the business and affairs of the corporation, and in general perform all duties incident to the office of president and such other duties as may be prescribed by the board of directors from time to time. He/she shall also preside at all meetings of the board of directors and of the members and shall sign all documents which the board of directors has authorized to be executed, including co-signing of checks. 6.7 The vice president shall assume the duties of the president in his/her absence or in event of his/her inability or refusal to act, and in general perform all duties incident to the office of vice president and such other duties as from time to time may be assigned by the president or by the board of directors. 6.8 The secretary shall keep minutes of the proceedings of the members and board of directors of the corporation; shall keep a record giving the names and addresses of members entitled to vote, or records showing where such information can be obtained; and in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the president or by the board of directors. 6.9 Treasurer and assistant treasurer. Treasurer shall be responsible for keeping correct and complete books and records of accounts of the corporation; shall have charge and custody of and be responsible for all funds and securities of the corporation; and in general perform all the duties incident to the office of the treasurer and such other duties as from time to time may be assigned by the president or by the board of directors. Assistant treasurer shall be a co-signer on checks and assist when needed. ARTICLE VII – COMMITTEES 7.1 The board of directors by resolution adopted by a majority of the directors, may designate and appoint one or more committees annually, which committees shall be under the supervision and control of the board of directors and shall make such reports of their activities as the president or board of directors may request, and shall have and exercise the authority in the management of the corporation only to the extent provided in such resolution. ARTICLE VIII – CONTRACTS, CHECKS, DEPOSITS AND FUNDS 8.1 The board of directors shall determine the method of conducting the business and affairs of the corporation, and may authorize any officer, or agent, or committee of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confine to specific instances. 8.2 All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation, shall be signed by such person and in such manner as shall from time to time be determined by resolution of the board of directors. 8.3 All funds of the corporation shall be deposited timely to the credit of the corporation in such federally insured institutions as may be designated by the Board of Directors. 8.4 The board of directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the corporation. 8.5 Financial audits will be done on an annual basis in the first three months of the year. The auditor will be appointed by the president, vice president and secretary. ARTICLE IX – NOMINATING PROCEDURE AND ELECTIONS 9.1 The president of the corporation shall, prior to the annual meeting in January in each year, appoint a nominating committee from members of the corporation, subject to confirmation of the board of directors, which committee shall nominate candidates for at least the number of director vacancies to be filled. Director may serve three successive terms and a lapse of at least one year must occur before any subsequent service. ARTICLE X – MISCELLANEOUS PROVISIONS 10.1 The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year. 10.2 Any action required by any provision of law to be taken at a meeting or any action which may be taken at a meeting of directors or members may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the directors or members thereof entitled to vote with respect to the subject matter thereof. 10.3 The board of directors by resolution adopted by a majority of the directors may determine from time to time the amount of an initiation fee, if any and annual assessments payable to the corporation. 10.4 These by-laws may be adopted, amended or repealed by an affirmative vote of two-thirds of all of the directors at any regular or special meeting of the board of directors, provided that written notice is given to each director at least one week prior to such meeting of the intention to amend or repeal the by-laws. ARTICLE XI – DISSOLUTION 11.1 On dissolution or final liquidation of the corporation, the board of directors shall, after paying or making provisions for the payment of all of the lawful liabilities and obligation of the corporation, place all remaining assets, or whatever kind or form, in the Jefferson Community Foundation-Jefferson High School Scholarship Fund. Further no distribution or dividend shall be made to any member or stockholder during the existence of the Gemuetlichkeit Days, Inc. ARTICLE XII - ORDER OF MEETINGS 12.1 Meetings should be governed by the latest edition of Robert’s Rules of Order. ARTICLE XIII — BY-LAWS 13.1 By-laws may be adopted, amended, or repealed by a two-thirds (2/3) vote of the board of directors. These amended by-laws by a vote of two-thirds of the Board of Directors are adopted on this 3rd day of December, 2012.
