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By-Laws of the ANA

These are the original by-laws, as established on December 15, 1995. (To read our charter membership letter, Click Here)

Article I: Name and Offices

Section 1. Name. The name of this organization shall be “American Nyckelharpa Association.”

Section 2. Offices The principal offices of this organization shall be in the City of Seattle, County of King, State of Washington. The organization may also have offices at such other places as the purposes of the organization may require.

Article II: Status and Purposes

Section 1. Status. The American Nyckelharpa Association shall be a non-profit educational and cultural society formed under the laws of the State of Washington. No part of the net earnings of the organization shall inure to the benefit of or be distributed to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in the furtherance of its objectives and purposes as herein set forth.

Section 2. Objects and Purposes. It shall be the primary object and purpose of the American Nyckelharpa Association to document and preserve the traditional music played on the nyckelharpa and the corresponding dances; to conduct educational programs and activities which will promulgate awareness and knowledge of and promote interest in the nyckelharpa; to provide competent instruction in the traditional music associated with the nyckelharpa and the traditional dance associated with the nyckelharpa.

Article III: Membership

Section 1. Qualifications. Membership in the American Nyckelharpa Association shall be open to all persons of good character regardless of race or national origin whose interests within the Association are not incompatible with the organization’s purposes, and who pay the prescribed dues.

Section 2. Dues-Paying Memberships. Membership in the American Nyckelharpa Association shall be granted upon payment of prescribed dues. Each Regular Member shall have one vote on all matters coming before the membership, and shall be entitled to such rights and privileges as may be determined by the Board of Directors or the members of the Association.

Section 3. Non-Dues-Paying Memberships. Honorary Life Membership may be conferred upon any member who has performed extraordinary service to the Association, as determined by the Board of Directors and recorded in a resolution posting the qualifications of the member. No more than two (2) Honorary Life Memberships may be conferred for any one-year period. Each Honorary Life Member shall have the right to vote, but shall be exempt from payment of dues, tuition, or any Association assessments.

Section 4. Dues. The dues for membership in the American Nyckelharpa Association shall be as determined by the Board of Directors. Changes in dues rates shall take effect the first of the year.

Section 5. Termination of Membership. An individual’s membership in the Association may be terminated for the following causes:

  • Non-Payment of Dues. Membership in the Association automatically terminates upon non-payment of prescribed dues.
  • Resignation. Any member may resign from the Association by delivering a written resignation to the Board of Directors.
  • Involuntary termination of Membership. An individual’s membership in the Association may be terminated by a four-fifths vote of the Board of Directors.

Section 6. Rights. When a membership in the Association terminates for any cause whatsoever, all rights and interests thereunder revert to the American Nyckelharpa Association. In the event of dissolution of the Association, no member shall be entitled to share in the distribution of the corporate assets thereof.

Section 7. Grievances. The Board of Directors shall be the arbiter of any disputes and grievances affecting this organization, which may arise between members of this organization.

Article IV: Board of Directors and Officers

Section 1. Authority. Stewardship of the educational and cultural operations and the management and administration of the operational and financial affairs of the American Nyckelharpa Association shall be vested in a Board of Directors, charged with the responsibility for seeing that the Associations status as described in Article II is adhered to in all respects.

Section 2. Number. The Board of Directors shall consist of five members.

Section 3. Qualifications. A Director must be a Voting Member of the American Nyckelharpa Association in good standing for at least one year prior to taking office, or any Honorary Life Member of the Association.

Section 4. Selection. Five Directors shall be elected by the voting members of the American Nyckelharpa Association, in accordance with the procedure set forth in Section 4, Article V of these By-Laws. The Tenure of the Directors shall be staggered, such that two Directors are selected in even-numbered years, and three Directors are selected in odd-numbered years.

Section 5. Tenure. Term of office for all elective Directors shall normally be two years, effective the first day of the year following the election. No elected member of the Board shall serve more than five consecutive terms.

Section 5. Powers. All corporate powers of the American Nyckelharpa Association except such as are otherwise provided for in these By-Laws and the laws of the State of Washington, shall be and are hereby vested in and shall be exercised by the Board of Directors. The Board of Directors may by Resolution delegate to committees of its own membership such powers as it sees fit.

Section 6. Compensation. Directors of the Association shall not receive any stated salary for their services as such. The Board of Directors shall have power in its discretion to contract for and to pay to Directors rendering professional or exceptional services to the organization special compensation appropriate to the value of such services.

Section 7. Resignation. Any Director may resign at any time by giving written notice of such resignation to the Board of Directors.

Section 8. Removal by the Board of Directors. Any elective Director may be removed from his post by the affirmative vote of four-fifths of all the Directors, or by the affirmative vote of four-fifths of all the Members. Any Director proposed to be removed shall be entitled to at least thirty days notice in writing by mail of the proposed action, and shall be entitled to be heard by the Board.

Section 9. Vacancies. Vacancies of elected members of the Board of Directors shall be filled through appointment by majority vote of all remaining Directors. Such appointee(s) shall serve out the unexpired term of the person replaced.

Section 10. Meetings. The Board of Directors shall not be required to hold meetings, but shall communicate with each other in making decisions via any normal, timely method such as U.S. mail, telephone, electronic mail, etc.

Section 11. Annual Report. In accordance with the laws of the State of Washington, the Board of Directors shall prepare and file an annual report to maintain the Association’s corporate status, and maintain a Registered Agent or Registered Office Address.

Section 12. Officers. The Board of Directors shall select from its ranks a President, a Secretary, and a Treasurer. A Director may hold more than one office.

  • President. The President shall, in general, perform all the duties incident to the office of President, and in general pursue the goals of the American Nyckelharpa Association.
  • Secretary. The Secretary shall have charge of such books, documents and papers as the Board of Directors may determine. He shall keep a record known as a Membership Roll, containing the names and places of residence of all Members of the American Nyckelharpa Association, such book to be open for inspection.
  • Treasurer. The Treasurer shall have custody of all funds, property, and securities of the American Nyckelharpa Association, subject to such regulations as may be imposed by the Board of Directors. When necessary or proper he may endorse on behalf of the organization for collection, checks, notes, and other obligations, and shall deposit same to the credit of the American Nyckelharpa Association at a bank or banks of depository as the Board of Directors may designate. He shall sign all receipts, vouchers and checks of the Association. He shall keep a full and accurate record of all moneys and obligations received and paid or incurred by him for or on account of the Association, and shall exhibit such books at all reasonable time to any Director. He shall prepare an annual Financial Report for submission to the general membership.

Article V: Elections

Section 1. Frequency. Regular elections shall be held in the fall of each year. Each Voting Member shall be mailed a ballot, and have at least one month to complete and return it.

Section 2. Eligibility. Voting eligibility shall be limited to Voting Members of the American Nyckelharpa Association in good standing, as verified by the Secretary’s and the Treasurer’s records.

Section 3. Counting of Ballots. Ballots shall not be counted by a person who has a stake in the outcome of the elections, but by an indifferent party.

Article VI: Finances

Section 1. Fiscal Year. The fiscal year of the American Nyckelharpa Association shall commence on 1 January and end on 31 December of each year. A transition year will occur from such time as the American Nyckelharpa Association is granted corporate status until the following 31 December.

Section 2. Dues and Other Levies. The dues for membership shall be as prescribed in Section 4 of Article III of these By Laws. Tuition fees and other assessments for American Nyckelharpa Association activities shall be determined by the Board of Directors.

Section 3. Contracts. The Board of Directors may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the American Nyckelharpa Association, and such authority may be general or confined to a specific instance. Unless so authorized by the Board of Directors, no member, officer, agent or employee of the American Nyckelharpa Association shall have any power or authority to bind the Association by any contract or engagement to pledge its credit, or render it liable pecuniarily for any purpose or to any amount.

Section 4. Expenditures. All expenditures are subject to the Board of Directors.

Section 5. Compensation for Services. The Board of Directors shall have the power in its discretion to contract for and pay to Association member or other persons rendering professional services to the American Nyckelharpa Association, reasonable compensation appropriate to the value of such services.

Section 6. Prohibition Against Sharing in Corporate Earnings. No member, Director, officer, employee, or person connected with the American Nyckelharpa Association shall receive at any time any of the net earnings or pecuniary profit from the operations of the organization, provided that this shall not prevent payments in accordance with Section 5, Article VI of these By Laws, and no such person or persons shall be entitled to share in the distribution of any corporate assets upon dissolution of the organization.

Article VII: Dissolution

Section 1. Cause. In the event the American Nyckelharpa Association should cease to have at least ten members, the organization shall be considered inactive, and formal dissolution shall thereby be in order.

Section 2. Procedure. Procedure for dissolution of the American Nyckelharpa Association shall be as follows:

  • The incumbent Board of Directors shall prepare formal notification to the State of Washington of such impending dissolution. The Board shall then abide by the decision rendered by the State.
  • Unless otherwise determined by the State, all assets of the American Nyckelharpa Association shall be impounded and assigned to the custody of Skandia Folkdance Society, or other neutral third party as determined by the State or by Skandia Folkdance Society.
  • Said assignee shall hold assigned properties for a period of three years, during which time individuals previously responsibly associated with the American Nyckelharpa Association may have access to any equipment or other properties other than the financial assets, on a limited loan basis, providing use of same is for the purposes of the American Nyckelharpa Association proscribed in Section 2 and 3 of Article II of the By-Laws.
  • If after three years from the date of dissolution of the Association, activities have not been successfully revived, all American Nyckelharpa Association properties shall be sold at public auction to the highest bidder, under supervision of Skandia Folkdance Society.
  • All moneys derived from such sale, together with all remaining financial assets of the American Nyckelharpa Association, shall be given to Skandia Folkdance Society, with no stipulations as to their use.

Article VIII: Amendment

Section 1. Amendment by the General Membership. The Voting Membership of the American Nyckelharpa Association shall have power to make, alter, amend, and repeal these By-Laws under the following procedure:

  • Any Voting Member may propose an Amendment(s) by submitting same in writing to the Board of Directors for consideration.
  • The Board of Directors shall consider the form and content of the proposed Amendment(s) and, if necessary, negotiate with the sponsor(s).
  • The entire text of the proposed Amendment(s) shall be mailed to each Voting Member in good standing. At least one month must be allowed for a response.
  • An affirmative vote of at least sixty percent (60%) of the Voting Members voting shall be required for ratification, providing that the total votes cast both for and against constitute ate least fifteen percent (15%) of the total Voting Membership of the Association.