Bylaws of Gammelgården An American-Swedish Heritage Museum Elim Evangelical Lutheran Church Scandia, Minnesota

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1 Bylaws of Gammelgården An American-Swedish Heritage Museum Elim Evangelical Lutheran Church Scandia, Minnesota Adopted 1982 Amended: October 2002 Amended:

2 By-Laws of Gammelgården An American-Swedish Heritage Museum Owned by Elim Evangelical Lutheran Church Scandia, Minnesota PREAMBLE Because understanding of and appreciation for our history is important for every generation and all people, and because Scandia plays an important, and even unique, role in the history of Swedish immigrants to Minnesota, being the place of settlement of the first three immigrants to arrive from Sweden (in 1850), and Because there are available in this area important original buildings from early immigrant days, notably the original church (built in 1856) and the first parsonage (built in 1868) and a related farmstead, and Because these must be restored and preserved now to prevent deterioration and permanent loss, and Because a group of people, in Scandia and elsewhere, have become concerned about such restoration and preservation, The Swedish Heritage Museum of Scandia has come into being. It is the focus of a concern which goes beyond the immediate community, or those now living in it. Therefore it is a trust to be assumed on behalf of others now living and on behalf of generations to come. PURPOSE It shall be the purpose of Gammelgården The Swedish Heritage Museum: 1. To preserve, as nearly as possible in their original form, the original church and the first parsonage and its related homestead, erected by the first Swedish immigrants to Minnesota, who settled in or near the present Scandia. 2. To gather, preserve, and exhibit artifacts related to the early Swedish immigrants, especially those related to this locality and to other rural settlements. 3. To promote the Museum s historical resources for use by touring groups, educational field trips, and other visitors by conducting special events related to Swedish-American cultural activities. 4. To stimulate interest in immigrant history and appreciation of the contribution of Swedish immigrants to the state and nation. 5. To be the focal point for local interest in pioneer crafts and handiwork. 6. To cooperate with other institutions and agencies with related purposes and goals. 2

3 THE BY-LAWS The following By-Laws shall from this date apply to the ownership, use, care, maintenance, charges therefore, and the administration of Gammelgarden, and an Endowment Fund with the income used for museum Museum maintenance and care, at Elim Evangelical Lutheran Church, Scandia, Minnesota, hereinafter referred to as the ChurchCongregation. Gammelgarden will hereinafter be referred to as the Museum. ARTICLE I. OWNERSHIP Section 1. Historically, Tthe ChurchCongregation has been the center of the Scandia community historically, and has played a major role in the lives of its people from the first years to this time. In addition, some of its first properties and buildings have been made available to the ChurchCongregation. Approximately six acres of land are owned by the ChurchCongregation which have been dedicated to the development of a museum. On this land is the original parsonage (built in 1868), the restored original church (first built in 1856), the original barn, other buildings, and windmill. These and any additional buildings, facilities or properties, as part of the museum Museum are and will be owned by the ChurchCongregation. In case the museum Museum ceases to operate as a museum, for any reason, all properties will remain in the ownership and control of the ChurchCongregation. Section 2. The Museum shall be under the care and control of the ChurchCongregation Council, who are hereby vested, with full control and responsibility thereof, subject to the provisions of these Museum By-Laws and such other rules or regulations as may be adopted or pertain to State and other governmental laws relating thereto. Section 3. The activities and affairs of the Museum shall be managed by and under the direction of a board, hereinafter referred to as the Museum Board, the members of which shall be elected to and shall serve those terms as are set forth below. Section 4. The initial Museum Board shall consist of those persons appointed by the ChurchCongregation Council. Thereafter, the Museum Board shall consist of 12 members, at least six of whom shall be members of the ChurchCongregation. The Museum Board shall recommend to the ChurchCongregation Council prospective Museum Board members who are also members of the ChurchCongregation. Nominations for election of six ChurchCongregation members to the Museum Board shall be made by the ChurchCongregation Council, and shall be voted upon by members of the ChurchCongregation at an annual meeting of the ChurchCongregation. The affirmative vote by a majority of members of the ChurchCongregation present at an annual meeting of the ChurchCongregation shall be required for election to the Museum Board. The remaining six members of the Museum Board shall be elected, and any vacancy on the Museum Board shall be filled, by the majority vote of Museum Board members present at a duly scheduled meeting of the Museum Board. A.. Museum Board members must be members in good standing of the Museum. Paid staff of the Museum shall not be Museum Board members. 3

4 Section 5. The term of office for all Museum Board members shall be three calendar years. A museum Museum Board member shall, however, continue in office until a successor is elected. A Museum Board member elected to fill an incompleted term shall serve until the natural termination of that term. There shall be no cumulative voting for Museum Board members. Section 6. The ChurchCongregation Council shall appoint a pastor of the ChurchCongregation as an ex-officio member of the Museum Board. The Museum Board may also appoint an unlimited number of past Museum Board members as emeriti members of the Museum Board. Ex-officio and emeriti members of the Museum Board shall not vote on Museum Board matters. Section 7. The Museum Board supervise and evaluate the director of the Museum and other staff. The Museum Board will keep full and accurate minutes and records of activities and finances of the Museum. The Museum Board will make its records available to the ChurchCongregation Council. The Museum Board shall not have the power to buy, sell, or encumber any real property, and may only buy or sell such personal property as may be necessary for or incidental to prudent management of the affairs of the Museum. Section 8. The Museum Board shall select from its membership a chairperson, a vice chairpersonpresident, Vice President, a ssecretary, and a treasurertreasurer, and such other officers it may deem necessary. The terms of office for these officers shall be three calendar years. These officers shall constitute the Executive Committee and may shall meet separate from the entire Museum Board at the call of the Chairperson if deemed necessaryprior to each Museum Board meeting to set the agenda for the upcoming meeting. The Director of the Museum shall be invited to meet with theshall be included in these Executive Committee upon their requestmeetings. Minutes of these meetings will be recorded by the Secretary, reported, and included in the minutes of the next full Museum Board meeting. The term of office for officers shall be three calendar years. An officer may serve two consecutive terms. After three years off, a previously elected officer is eligible to be an officer for another two three calendar year terms. A closed session of the Executive Committee may be called following the procedures outlined in Robert's Rules of Order. Section 9. The Museum Board shall appoint persons to serve as Advokats for the Museum. These Advokats will be informed of all Museum Board meetings, receive all staff and financial reports, attend meetings as possible, and have a voice with no vote at meetings. The term of appointment is three calendar years. Advokats can be reappointed for an unlimited number of terms. Advokats may live outside the USA. There is no limit to the number of Advokats serving. ARTICLE II. OPERATION Section 1. The Museum Board will set admissions fees and membership dues, promote fundraising activities and ventures, determine budgets and authorize expenditures of funds raised or 4

5 received from any services.shall approve admissions and membership fees and engage in fundraising activities. This will be done in concert with Museum staff recommendations. The Museum staff will create the annual budget and submit it to the Executive Committee for review and amending. The suggested budget will then be shared with the full Museum Board for approval at the October meeting of each year. Advokats and staff will also see the budget. Section 2. The Museum Board shall hire a museum director to perform specific duties, with compensation to be determined by the Museum Board. The museum director, in consultation with the Executive Committee, may hire other staff personnel to perform specific duties with the compensation thereof approved by the Board.will hire the Director with specific duties and responsibilities outlined, compensation determined, and performance reviews conducted at least annually. The motion to hire will be recorded in the minutes of the Museum Board meeting at which the action took place. Section 3. The Museum Board may recruit, train, and supervise volunteers to function in capacities it deems appropriate.other staff positions will be approved by the Museum Board upon recommendation of the Executive Committee and Director. Positions will be determined, described with responsibilities and compensation noted, and a motion noted in the minutes. Section 4. The Museum Board will delegate to appropriate staff persons or board members the care, maintenance, and display of properties, artifacts, historical documents, and any other items belonging to the Museum. These responsibilities will be documented in job descriptions and reviewed as needed by the Executive Committee.have authority for the care, maintenance, and display of the properties, artifacts, historical documents, and any additional accruements of the Museum. Section 5. The Museum Board will have authority to set the schedule of events during the year, open hours for visitors, and use of all properties of the museum, all in cooperation with the calendar and agenda of the Church.approve the schedule of yearly events, hours of operation, and guidelines for the use of Museum property as prepared by the Museum staff, being mindful of the calendar of the Congregation. Section 6. The Museum Board does not have the authority to borrow funds or encumber assets of the Museum. ARTICLE III. MEMBERSHIP Section 1. Persons who purchase a membership, individual or family, will be deemed members and friends of the museummuseum. They will be given privilege of visitation at the museummuseum, will be recipients of the museum Museum newsletter, such other privileges as may from time to time be authorized by the Museum Board, and will have voting privileges on any business that comes before the Annual Meeting of the museummuseum. There will be one vote for each membership and any such voted on action would be a recommendation to the ChurchCongregation Council. ARTICLE IV. MEETINGS 5

6 Section 1. The Museum Board shall hold regular meetings scheduled in April, July, and October on a date selected by the Museum Board or as called by the chairperson. Regular meetings may be canceled at the discretion of the Executive Committee. Special meetings may be held at the discretion of the Executive Committee for announced specific purposes only. Section 2. The Annual Meeting of the museum Museum will be held on a date to be set by the Museum Board. A quorum for this meeting shall consist of 25 or more voting Museum members present. Section 3. The Museum Board may call a general meeting of the membership of the Museum at its discretion when deemed necessary for the welfare of the Museum. ARTICLE V. ENDOWMENT FUND Section 1. The Museum Board will establish an Endowment Fund for the Museum and receive funds for the same. The Endowment Fund will be segregated from any other funds of the Museum and shall be invested by the Museum Board in such securities as it deems advisable. The income therefrom, after payment of the necessary expenses of managing the Endowment Fund, will be used by the Museum Board for the care, maintenance, promotion, and extension of the museum Museum and its properties. Section 2. The Museum Board will keep separate, accurate and current records of all transactions concerning the Endowment Fund, have them audited by auditors selected by the ChurchCongregation Council, and make them available to the ChurchCongregation Council, along with all other records, at least once a year. Section 3. The Museum Board has authority to adopt such rules and regulations concerning the management and control of the Endowment Fund, not inconsistent with its purpose, as it deems necessary or advisable. Section 4. Should the Museum cease to function as a museum, for whatever reason, the Endowment Fund would become the property and responsibility of the ChurchCongregation, to be administered and utilized by them for historical purposes consistent with the intent of the donors and this Museum venture. Section 5. The Museum Board will form an Investment Committee, consisting of three members and the Museum Treasurer, to oversee the management of the Endowment Fund and meet at least annually with the investment company account manager. The three members do not need to be Museum Board members, but must be members of the Museum. ARTICLE VI. AMENDMENTS Section 1. Upon recommendation of the Museum Board or ChurchCongregation Council, these Bylaws may be amended at any meeting of the ChurchCongregation, by a majority vote of all persons present and entitled to vote at such a meeting. 6