Article 1 - The Corporation

1.1 The name of the Corporation is Lögberg-Heimskringla Incorporated, which may also be known or referred to as Lögberg-Heimskringla Inc., or LH. The Corporation shall be not for profit.

1.2 The following articles set forth Bylaws of Lögberg-Heimskringla Incorporated and any Bylaws previously enacted are hereby repealed.

1.3 The Objects of the Corporation are as follows:
a) To preserve, strengthen and promote the Icelandic ethnic identity and heritage in North America, primarily through the publishing of a Newspaper;
b) To encourage and promote Icelandic culture, including language and literature;
c) To collect revenue to enable the Corporation to carry on its objectives;
d) To receive donations of money and bequests and other property; and
e) To use the revenue of the Corporation to pay debts and operating expenses and to promote the objects of the Corporation. Any surplus revenue left after payment of liabilities shall be used to further extend the operations of the Corporation and promote the objects for which it is incorporated.

Article 2 - Defining and Interpreting the Bylaws

2.1 In these Bylaws, the following words have the following definitions:

2.1.1 Act means the The Corporations Act (Manitoba).

2.1.2 Articles means the Articles of Incorporation of the Corporation, from time to time amended or restated.

2.1.3 Board means the Board of Directors of this Corporation and Board Meeting is defined as a meeting of the Board of Directors.

2.1.4 Director means an individual elected to serve on the Board of Directors.

2.1.5 Meeting Chair of any meeting of the Board and/or Members shall be the first mentioned of such of the following Officers as have been appointed and is present at the meeting: President, Vice President, Secretary or Finance Director. If no such Officer is present, the Directors present shall choose one of their numbers to be the Meeting Chair.

2.1.6 Officer means a Director who holds one of the following positions; President, Vice
President, Finance Director or Secretary.

2.1.6 Special Meeting means a Members meeting called by the President pursuant to Article 4.3.

2.1.7 Special Resolution means a resolution passed by a majority of not less than 2/3 (two- thirds) of the votes cast by the Members who voted in respect of that resolution. Matters that require a Special Resolution include those that pertain to:
a) Amending the Bylaws of the Corporation;
b) Dissolving or liquidating the Corporation;

c) Issuing a Debenture;
d) Changing the registered office of the Corporation; and
e) Any other concerns deemed by the Act to require a Special Resolution.

2.2 The following rules of interpretation must be applied in interpreting these Bylaws.

2.2.1 Words indicating the singular number also include the plural, and vice-versa.

2.2.2 Pronouns indicating gender apply to all genders interchangeably.

2.2.3 The headings used in these Bylaws are inserted for reference purposes only and shall not affect the construction or interpretation of these Bylaws.

Article 3 - Membership

3.1 Membership in the Corporation shall be limited to persons interested in the furtherance of the Objects of the Corporation and who have a paid subscription to the Newspaper of the Corporation.

3.2 The term of the Membership shall be for the duration of the paid subscription and may be renewed at the discretion of the Member.

3.3 Members are entitled to one (1) vote at any Members’ meeting of the Corporation and voting will be conducted during the meeting in person or electronically and not by proxy or otherwise.

3.4 Votes will be determined by a show of hands, orally, and/or by electronic ballot at the discretion of the Meeting Chair.

3.5 There shall be no membership fee; however the Board of Directors has the authority to institute a membership fee if deemed necessary.

3.6 A Member may withdraw their membership by delivering written notice to the Corporation or by cancellation or non-renewal of their subscription.

3.7 Membership may be terminated by a vote of three-quarters (3/4) of the Members at an Annual General or Special Meeting of the Members, provided that the person who is the subject of the proposed resolution for termination is given a minimum of five days notice of the meeting before the resolution is put to a vote and is granted an opportunity to be heard at such meeting.

Article 4 - Meetings of the Corporation

4.1 Annual General Meeting (AGM)

4.1.1 The Corporation convenes its Annual General Meeting no later than June 30 of each calendar year. The Board sets the date, time and place of the meeting.

4.1.2 Written or electronic notice (including website) of the date, time and place of the AGM shall be given to all Members in good standing not less than twenty one (21) and not more than forty (40) days prior to the date of the meeting. Notice will include information regarding access to the agenda, the minutes of the last AGM, the text of any Special Resolutions to be presented and other reports deemed to be appropriate.

4.1.3 The AGM Agenda will deal with the following matters:
a) Adopting the agenda;
b) Adopting the minutes of the last AGM;
c) Considering the President's report;
d) Reviewing the qualified accountant prepared annual financial statements setting out the Corporation’s income, disbursements, assets and liabilities and the accountant’s review engagement report;
e) Appointing the qualified accountants who will prepare the annual financial statements for the next AGM;
f) Electing the Directors; and
g) Considering matters specified in the meeting notice.

4.1.4 Quorum at the AGM for the transaction of business shall be seven (7) Members.

4.1.5 A majority of votes of the Members present decides each motion unless the motion needs to be decided by a Special Resolution.

4.1.6 The Meeting Chair declares a motion carried or lost. This statement is final and the minutes do not have to include the number of votes for and against the motion.
In case of an equality of votes, the Meeting Chair shall not be entitled to a second or casting vote and the motion will be defeated.

 4.2 General Meeting

4.2.1 A General Meeting of the Corporation can be called at any time by a majority vote of
Board Directors should an issue arise that requires discussion at a meeting of Members.

4.2.2 Written or electronic notice (including website) of the date, time, and place of the General Meeting shall be given to all Members in good standing not less than twenty one (21) and not more than forty (40) days prior to the date of the meeting

4.2.3 Quorum at a General Meeting for the transaction of business shall be seven (7) Members.

4.2.4 A majority of votes of the Members present decides each motion unless that motion needs to be decided by a Special Resolution.

4.2.5 The Meeting Chair declares a motion carried or lost. This statement is final and the minutes do not have to include the number of votes for and against the motion. In case of an equality of votes, the Meeting Chair shall not be entitled to a second or casting vote and the motion will be defeated.

4.3 Special Meeting

4.3.1 A Special Meeting shall be called by the President upon receipt by him of a written
requisition of Members in good standing carrying not less than fifty-one percent (51%)
of the voting rights.

4.3.2 Written or electronic notice (including website) of the date, time and place of the Special Meeting will be given to all Members in good standing not less than twenty one (21) and not more than forty (40) days prior to the date of the meeting.

4.3.3 Quorum at a Special Meeting for the transaction of business shall be seven (7)
Members.
4.3.4 A majority of votes of the Members present decides each motion unless that motion needs to be decided by a Special Resolution.

4.3.5 The Meeting Chair declares a motion carried or lost. This statement is final and the minutes do not have to include the number of votes for and against the motion. In the case of an equality of votes, the Meeting Chair shall not be entitled to a second or casting vote and the motion will be defeated.

4.4 Computation of Time
In all cases where notice must be given requiring a specific number of days’ notice, the
date of giving notice shall be excluded and the date of the meeting or other event shall be included.

4.5 Persons Entitled to be Present
The only persons entitled to be present at a meeting of Members shall be those entitled to vote thereat, the qualified accountants of the Corporation and others who, although not entitled to vote, are entitled or required under any provision of the Act or the Articles or Bylaws to be present at the meeting. Any other person may be admitted only on the invitation of the Meeting Chair and with majority consent of the meeting.

4.6 Demand for Ballot
Any Member entitled to vote any Meeting of the Members may require or demand a ballot. A ballot so required or demanded shall be taken in such manner as the Meeting Chair shall direct. A requirement or demand for a ballot may be withdrawn at
any time prior to the taking of the ballot.

Article 5 - The Governance of the Corporation

5.1 The Board of Directors

5.1.1 The Board governs and manages the affairs of the Corporation except those that by law or by these Bylaws or Articles are conferred upon or reserved to the Members.

5.1.2 The Board has the powers of the Corporation, except as stated in the Act. The powers of the Board may be exercised by motion passed at a meeting at which a quorum is present or by motion in writing signed by all the Directors entitled to vote on that motion at a meeting of the Board. Where there is a vacancy in the Board, the remaining Directors may exercise all the powers of the Board as long as a quorum remains in effect.

The powers and duties of the Board include:
a) Maintaining and protecting the Corporation’s assets and property;
b) Paying all expenses for operating and managing the Corporation
c) Paying persons for services;
d) Investing any extra monies;
e) Making policies, rules and regulations for managing and operating the Corporation;
f) Maintaining all accounts and financial records of the Corporation; and
g) Selling, disposing of, or mortgaging any or all of the property of the Corporation.

5.1.3 The following persons are disqualified from being a Director of the Corporation:
a) anyone who is less than 18 years of age;
b) a person who is not an individual; and
c) a person who has the status of bankrupt.
5.1.4 A majority of the Directors shall be residents of Canada.. The Board shall not transact business at a meeting, other than filling a vacancy, unless a majority of the Directors present are resident Canadians, except where:

(a) a resident Canadian Director who is unable to be present approved in writing, by telephone, or by other means the business being transacted at the meeting; and
(b) a majority of resident Canadians would have been present had that Director been present.

5.1.5 Each Director shall, at the time of election or appointment, or within ten (10) days and throughout their term of office:

a) be a paid subscriber to the Newspaper of the Corporation in each year while serving on the Board; and
b) consider making an individual contribution to the Corporation.

5.1.6 A Director will not receive remuneration, of any kind, for their services and must disclose an interest in any material contract or proposed material contract with the Corporation and abstain from voting in any resolution pertaining to the conflict. The Secretary should note their abstention in the minutes.

5.1.7 The Corporation commits to providing a safe, comfortable and respectful work environment for all and abides by its Logberg-Heimskringla Non-Discrimination
Policy, board approved on September 20, 2023, and as amended from time to time.

5.2 Election of Directors

5.2.1 Directors will be elected at the AGM at which time all current Directors shall retire, but, if qualified, will be eligible for reelection.

5.2.2 The Board shall consist of not fewer than eight (8) and not more than twelve (12)
Directors.

5.2.3 Each Director shall be elected for a one (1) year term.

5.2.4 Officers will be chosen by the Directors at the first Board Meeting after the AGM by a simple majority vote of the Directors present. Provided a quorum of Directors is present at the AGM, each newly elected Board may without notice hold its first meeting immediately following the AGM at which such Board is elected.

5.3 Ceasing to hold office

5.3.1 A Director ceases to hold office when he
a) Dies or resigns; or
b) Is removed from office in accordance with subsection 5.3.3; or
c) Becomes disqualified under subsection 5.1.3.

5.3.2 A resignation of a Director becomes effective at the time a written resignation is sent to
the Corporation, or at the time specified in the resignation, whichever is later.

5.3.3 Voting Members may remove any Director before the end of his term. There must be a motion passed by two-thirds (2/3) of those present at a Special Meeting called for this purpose.

5.3.4 The Board may remove a Director by a majority vote if the Director has not attended three (3) consecutive meetings without reasonable excuse, misses 50% of the meetings in a fiscal year, is incapable of managing their own affairs, or is in default of their obligations to the Corporation under subsection 5.1.5.

5.3.5 A Director is entitled to submit to the Corporation a written statement giving the reasons
for his resignation or the reasons why he opposes any proposed action concerning his
removal from the Board.

5.3.6 No Director, except the President, shall make public statements or represent the Corporation without express consent of the Board.

5.4 Meetings of the Board

5.4.1 Board Meetings shall be held as deemed necessary to carry out the functions of the Corporation on schedule. Meetings shall be held from time to time and at such place as the Meeting Chair and any five (5) Directors may determine.

5.4.2 Meetings of the Board may be held at any place in or outside of Canada.

5.4.3 At any Board meeting, the attendance by the majority of Directors in office at that time shall be considered a quorum. If there is no quorum, the Meeting Chair adjourns the meeting until an alternate day, time, and place is determined.

5.4.4 Each Director, excluding the Meeting Chair, has one (1) vote. All motions are decided by a majority vote. The Meeting Chair will designate the method of voting.

5.4.5 The Meeting Chair will have one (1) casting vote in the case of a tie.

5.4.6 Any meeting of the Corporation may be held partially or fully by electronic means.

5.5 Duties of the Officers of the Corporation

5.5.1 The duties of the President include:
a) Supervises the affairs of the Board;
b) When present, chairs all meetings of the Corporation;
c) Is an ex-officio member of all Committees;
d) Acts as liaison with the Employees of the Corporation;
e) Acts as the spokesperson for the Corporation; and
f) Carries out other duties assigned by the Board.

5.5.2 The duties of the Vice President include:
a) Presides at meetings in the Chair’s absence;
b) Replaces the Chair at various functions when needed; and
c) Carries out other duties assigned by the Board.

5.5.3 The duties of the Secretary include:
a) Ensures accurate minutes are kept of all meetings except Committee Meetings;
b) Ensures minutes are archived;
c) Ensures notices of meetings are sent;
d) Has charge of the Board’s correspondence; and
e) Carries out other duties assigned by the Board.

5.5.4 The duties of the Finance Director include:
a) Ensures all monies paid to the Corporation are deposited in a chartered bank, treasury branch, credit union, or trust company chosen by the Board;
b) Acts as liaison with the Business Administrator of the Corporation;
c) Ensures a detailed account of revenues and expenditures is presented to the Board at each Meeting of the Board;
d) Ensures a qualified accountant has reviewed the Corporation’s financial statements and is prepared to present the statements at the AGM; and
e) Carries out other duties assigned by the Board.

5.5.5 The Board may from time to time and subject to the provisions of the Act, vary, add to or limit the powers and duties of any Officer by a majority vote of the Board.

5.6 Board Committees

5.6.1 The Board may appoint temporary or permanent standing committees to advise the Board.

5.6.2 Each committee will be chaired by a Director to be known as the Committee Chair as
approved by the Board.

5.6.3 The Committee Chair calls the Committee Meetings and enlists volunteers to sit on the committee; each member of the committee, including the Committee Chair, has one (1) vote at the committee meeting. The Committee Chair does not have a casting vote in the case of a tie. A quorum for a Committee Meeting shall be not less than a majority
of its members. All issues are decided by a majority vote. Committee members do not need to be Directors.

5.6.4 The Committee Chair maintains a record of the meeting and provides reports to the Board at the Board’s request.

Article 6 – Finance and Other Management Matters

6.1 Business of the Corporation

6.1.1 The Registered Office of the Corporation, until changed in accordance with the Act, shall be at the City of Winnipeg, in the Province of Manitoba.

6.1.2 The banking business of the Corporation, including, without limitation, the borrowing of money and the giving of security, shall be transacted with such banks, trust companies, or other bodies as may from time to time be designated by or under the authority of the Board.

6.2 Finance and Financial Review

6.2.1 The financial year for the Corporation shall be January 1 to December 31, until changed by the Board.

6.2.2 There must be a review of the books, accounts, and records of the Corporation at least once each year. A qualified accountant appointed at each Annual General Meeting must do the financial review. At each Annual General Meeting, a complete statement of the books for the previous year, prepared by the accountant, will be presented by the Finance Director for approval by the Members. If the Finance Director cannot be present, the Board shall, with the approval of the Finance Director, designate another Officer to present the reports.

6.2.3 Each Member of the Corporation shall, upon request, be entitled to access such reports.

6.3 Cheques and Contracts of the Corporation

6.3.1 The signing authorities on all cheques drawn on the monies of the Corporation are the Business Administrator, the President, the Finance Director, and the Secretary. Two signatures are required on all cheques unless otherwise approved by motion of the
Board.

6.3.2 All contracts of the Corporation must be signed by two (2) of the signing authorities, as designated in Article 6.3.1, or other persons allowed to do so by motion of the Board.

6.4 The Keeping and Inspection of the Books and Records of the Corporation

6.4.1 The Secretary keeps a copy of the Minutes Book and records minutes of all meetings of the Members and of the Board.

6.4.2 Each Director shall at all times have access to all books and records of the Corporation.

6.4.3 Members of the Corporation who are not Board members, shall have access to inspect the books and records of the Corporation within sixty (60) days after a written request has been received by the Corporation.

6.5 Borrowing Powers

6.5.1 The Corporation for the purposes of carrying out its objectives, may borrow, raise or secure the payment of money in any manner it sees fit upon approval by the Board.

6.5.2 The Board cannot issue a debenture without sanction of a Special Resolution.

6.6 Protection and Indemnity

6.6.1 No Director is, in his individual capacity, liable for any debt, loss, damage, expense or liability of the Corporation.

6.6.2 Subject to the limitations contained in the Act, the Corporation may purchase and
maintain insurance for the benefit of any Director against liability incurred in their
capacity as a Director of the Corporation.

6.6.3 The Corporation does not protect Directors for acts of fraud, dishonesty or bad faith.

Article 7 - Amending the Bylaws

7.1 These Bylaws may be cancelled, altered or added to by a Special Resolution at any Annual General or Special Meeting of the Corporation by a vote of at least
two-thirds (2/3) of the Members present and entitled to vote.

7.2 The notice of the Annual General or Special Meeting of the Corporation must include details of the proposed resolution to change the Bylaws.

7.3 The amended Bylaws take effect after approval of the Special Resolution at the Annual General Meeting or Special Meeting and acceptance by the Corporate Registry.

Article 8 - Adoption of These Bylaws

8.1 These Bylaws were ratified by a Special Resolution vote of the Members of the Corporation at the Annual General Meeting of Members duly called and held on June 12, 2025.

8.2 In ratifying these Bylaws, the Members of the Corporation repeal all prior Bylaws of the Corporation provided that such repeal does not impair the validity of any action done pursuant to the repealed Bylaws.

Enacted by the Directors and Adopted by the Members as amended on the 12th day of June, 2025.

Signature: Original signed by Karen Botting

Printed Name: Karen Botting

Position: President, LH Board of Directors

Date: June 12, 2025