THE
ALLIANCE FRANÇAISE
OF NORTHWESTERN CONNECTICUT
BY LAWS
ARTICLE I
Statement of Purpose
The chapter of The Alliance Française of
Northwestern Connecticut is organized in accordance with the By-Laws of the
"Alliance Française de Paris" created in
1883, to encourage and further the knowledge of the French culture and language
and to foster friendly relations between the American and French people.
Furthermore, it is to be operated as a non-profit, non-political,
non-discriminatory organization which complies with applicable federal and
state non-profit tax laws and regulations.
ARTICLE II
Members
Section 1. There shall be various classes of membership as may be
determined by the Board of Directors.
Honorary members may be so designated by the Board of Directors on such
terms and conditions as it may deem appropriate.
Section 2. Any person,
regardless of race, religion, national or ethnic origin may become a member by
paying annual dues as determined by the Board of Directors. Upon payment of
appropriate dues, such person shall be entitled to all the privileges of
membership in the corporation, including voting privileges.
Section 3. The
Alliance Française represents the entire panorama of
the Francophone Community. This
diversity of cultures is a rich addition to the French commonwealth and members
of all these French-speaking countries and regions are welcome and encouraged
to join the organization.
ARTICLE III
Meetings
Section 1. An Annual Meeting of the members of the corporation
shall be held in the month of May at such time and place as the Board of
Directors shall determine. Notice of
such meeting shall be mailed to each member at least ten days prior to the
meeting. Ten percent (10%) of the voting
membership shall constitute a quorum and a simple majority of members present
shall be sufficient to carry any motion. The Board may determine a record date
for membership eligible to vote at the annual meeting .
Section 2. Special meetings of the membership may be called at any.time by the President, by two-thirds (2/3) of the Board
of Directors or in writing by one-fifth (1/5) of the voting members of the
corporation. Notice of such meetings shall be given in writing in the manner
hereinbefore provided for giving notice of annual meetings and shall specify
the purpose for which such meetings is called.
At all special meetings of the membership, one-third (1/3) of the
members shall constitute a quorum, and a simple Majority of members present
shall be sufficient to carry any motion.
Section 3. Proxies shall not be allowed at meetings of the
membership or at any meetings of the Board of Directors.
ARTICLE IV
Administration
Section I. The Corporation shall be governed by a Board of
Directors composed of not less than eight nor more than fourteen members, who
shall be elected for a term of two (2) years. The actual number of directors
within the foregoing limits shall be set from time to time by the Board. To be eligible for election to the Board, a
member must be of a membership class with voting privileges. Previous to the annual meeting, a slate of
nominees for the Board of Directors will be presented to the membership. At the annual meeting, ten percent (10%) of
the voting membership shall constitute a quorum and a simple majority of
members shall be sufficient to elect the Board of Directors.
Section 2. In the case of death or resignation of a member of the
Board, the Board of Directors, by majority vote shall have the power to fill
such vacancy for the remainder of the unexpired term.
Section 3. On a bi-annual
basis, the Board Directors shall by Majority vote elect the following officers
and such other officers as the Board may from time to time create. Each shall serve for a term of two (2) years
or until his or her successor is elected:
President
Vice-President
Secretary
Treasurer
Section 4. No officer or member of the Board shall receive
remuneration for his or her services as officer or Board member. Reasonable
expenses, expressly authorized by the Board may be reimbursed upon
justification.
Section 5. At a meeting of
the Board of Directors, one-half (1/2) of the Board members shall constitute a
quorum.
Section 6. A minimum of
three (3) Board Meetings shall be held each year, such meetings to be called at
the discretion of the President or by two-thirds (2/3) of the members of the
Board.
Section 7. If it be determined by a majority of the members of the
Board that a Board member or officer is not fulfilling his or her
responsibilities to the Alliance Française, he or she
may be removed from office at a regular or special meeting. All members of the Board must be given prior
written notice ten (10) days in advance of the meeting that the removal of an
officer or director is being considered. Failure to attend Board Meetings
regularly may be considered a failure to fulfill such responsibilities, but
shall not be the sole grounds for removal.
Directors may also be removed by a majority vote of members present at
the Annual Meeting or at a special meeting of the membership at which a quorum
is present provided that notice is given in writing to all members as provided
in Article II. Said notice shall inform members that the removal of a director
is to be considered.
ARTICLE V
Duties of Officers
Section 1. President: The President shall 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.
Section 2. Vice-President: The Vice-President shall perform such
duties as the President or the Board of Directors may prescribe and shall
preside at Board meetings in the absence of the President.
Section 3: Secretary: The secretary shall keep the minutes of the
meetings of the Board of Directors, the Annual Meeting and any special meetings
of the membership. The Secretary shall
keep a registration of the members and shall be responsible for sending out the
proper notices for all meetings, regular, annual and special, of the entire
membership, make reports of the activities of the Corporation to the Federation
of Alliances Françaises and shall perform such other
duties as may be assigned by the President or by the Board of Directors.
Section 4. Treasurer: The Treasurer shall receive all dues and
income from other sources and deposit the same in such bank or depository
institutions as the Board of Directors shall designate. The funds of the corporation may be placed in
such financial institution as the Board of Directors, recognizing the fiduciary
nature of such funds, may determine. The
Treasurer shall submit a report of all receipts and expenditures, including the
financial activities of the education account, at each regular meeting of the Board
of Directors and at the Annual meeting of the entire membership. The Treasurer's books may be audited after
the close of each fiscal year or as directed by the Board of Directors.
ARTICLE VI
Committees
Section I. The President, Vice-President, Secretary and Treasurer
shall constitute the Executive Committee. The Executive committee shall have
the power to act as may be required between the meetings of the Board of
Directors. The actions at any meeting of the Executive Committee shall be
communicated to members of the Board of Directors at or prior to the next
meeting of the Board. The Board may take
such action as it deems appropriate to ratify , amend or reverse the actions of
the Executive Committee.
Section 2. A Nominating Committee shall be appointed by the
President at least forty-five (45) days prior to the annual meeting. This Committee shall be composed of at least
three (3) members. The Nominating
Committee shall recommend the name of at least one (1) candidate for each
position on the Board of Directors. At
the Annual Meeting, Nominations for the Board of Directors shall be accepted
from the floor.
Section 3. The Board of Directors may establish such other
committees as the activities and functions of the corporation may require, and
the President shall name members of such committees.
ARTICLE VII
Dues - Income
Section I. Annual dues shall be in such amounts and shall be
payable at such time as may be determined by the Board of Directors.
Section 2. The fiscal year of the corporation shall commence on
September first (1st) of each year.
Section 3. The Corporation may engage in such fund raising
activities as are consistent with its charter and applicable law and
regulations as the Board may determine.
ARTICLE VIII
Relations with the Federation
Section 1. This corporation shall be affiliated with the
Federation of Alliances Françaises USA, Inc., the
offices of which are located at
Section 2. This corporation shall pay the Treasurer of the
Federation the appropriate yearly sum required for membership in the
Federation.
Section 3. No person
or group shall be entitled to use the name of the Alliance Française
without the prior consent of the Federation of Alliances Françaises
USA, Inc.
ARTICLE IX
Indemnification
The Corporation may indemnify any person (including his estate)
made or threatened to be made a party to any suit or proceeding, whether civil
or criminal, by reason of the fact that he was a director or officer of the
corporation or served at its request as a director or officer of another
Corporation, against judgments, fines, amounts paid in settlement and
reasonable expenses, including attorney fees actually and necessarily incurred
as a result of such threat, suit or proceeding, or any appeal therein, to the
full extent permissible under the laws of the State of Connecticut, except as
limited in the Charter of the Corporation.
ARTICLE X
Amendments and Dissolution
Section 1. These By-Laws may be amended by the Board of Directors
by a two-thirds (2/3) majority of directors present and voted on at a meeting
of the Board at which a quorum is present. Copies of proposed changes in the
By-Laws shall be given to each member of the Board at least ten days in advance
of such meeting.
Section 2. These By-Laws
may also be amended by a two-thirds (2/3) majority of membership present and
voted on at the Annual meeting or a special meeting at which a quorum is
present. Copies of proposed changes to
the bylaws shall be furnished to each member with the notice of the meeting
required in Article II.
Section 3. The adopted amendments shall become effective only when
approved by the Alliance Française Federation in the
U.S.A. and the Alliance Française de Paris.
Section 4. In the event of dissolution, the residual assets of the
Corporation will be turned over to one or more organizations which themselves
are exempt as organizations described in sections 501 (c)(3) and 170 (c)(2) of
the Internal Revenue Code of 1954 or corresponding sections of any prior or future
law, or to the Federal, State, or local government for exclusive public
purposes.
Amended and voted: March
13, 2004
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