Alliance Française-Lansing
By-Laws
Article I: Relations with the Fondation Alliance Française
Section 1. This corporation is established in conformity with the rules and goals of Alliance Française founded in Paris in 1883, of which the continuity is assured from the first of January 2008 by the Fondation Alliance Française to which Alliance Française-Lansing shall be affiliated.
Section 2. No person or group shall be entitled to use the name of the Alliance Française without the prior consent of the Fondation Alliance Française.
Article II: Mission Statement of Alliance Française-Lansing
The mission of Alliance Française – Lansing is to promote, share and enjoy the culture, language and friendship of the French-speaking world. The forms of the mission are most notably:
- French language teaching
- Making available French or French-speaking cultural assets by the creation of appropriate structures and by the participation in French and other activities of cultural diffusion
- Organizing French cultural meetings and gatherings
Article III: 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. Membership is voluntary and open to any individual who subscribes to the mission of Alliance Française – Lansing.
Section 3. Membership will become active upon payment of the full amount of one year’s annual dues.
Section 4. The dues shall be determined annually by the Board of Directors and shall be payable on or before January 1 of each year.
Section 5. The Treasurer shall notify members who are delinquent by one month in their dues, and those memberships shall forfeit on March 1 if their dues remain unpaid. Any reinstatement shall be as new members.
Article IV: Meetings
Section 1. An Annual Meeting of the members of the Corporation shall be held at such time and place as the Board of Directors shall determine. Notice of such a meeting shall be mailed or emailed to each member at least ten days prior to the meeting. A member’s attendance at and participation in the meeting waives objection to lack of notice or defective notice unless the member promptly upon his or her arrival objects to the holding of 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 regular motion. Exceptional motions are covered in Article 12. The Board may determine a record date for membership eligible to vote at the Annual Meeting which shall be no longer than two (2) weeks prior to 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 herein before provided for giving notice of annual meetings and shall specify the purpose for which such meetings are called. A member’s attendance at and participation in the meeting waives objection to lack of notice or defective notice unless the member promptly upon his or her arrival objects to the holding of the meeting. 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 regular motion.
Section 3. Neither proxies nor absentee ballots shall be allowed at meetings of the membership or at any meetings of the Board of Directors.
Article V: Administration
Section1. The corporation shall be governed by a Board of Directors composed of not less than three (3) members. The actual number of directors 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.
Section 2. Each Board member shall serve for a term of two years or until his or her successor is elected. Each board member can serve a maximum of three (3) terms in a row.
Section 3. In the case of resignation or incapacity of a member of the Board, the president may appoint a member in good standing to fill the vacancy until an election can be held.
Section 4. No officer or member of the Board shall receive remuneration for his or her services as officer or Board member. Reasonable expenses authorized by the Board may be reimbursed.
Section 5. At a meeting of the Board of Directors, one-third (1/3) of the Board members shall constitute a quorum. Notice of board meetings shall be given to all members in good standing of the chapter, and members may attend as observers. They may not vote and may not speak except by leave of the board. Actions taken by the board shall be communicated to the entire chapter membership as soon as feasible.
Section 6. The Board shall meet a minimum of four (4) times per year, such meetings to be called at the discretion of the President or by two-thirds (2/3) of the members of the Board. Additional meetings may be called by the president or one fourth (1/4) of the members of the Board as they deem necessary.
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 in the position to which he or she has been elected to the corporation, whether by negligence, incapacity or other reason, 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. Notice shall consist of an email sent to the address currently on file with AF – Lansing or, upon special request of the individual member, by US mail. 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 must be given in writing to all members as provided in Article III. Said notice shall inform members that the removal of a director is to be considered.
Section 8. A director may attend a board or annual meeting via conference call or similar communication equipment through which all persons participating in the meeting can hear one another. Participating in a meeting in this manner constitutes presence in person at the meeting.
Section 9. The personal liability of the volunteer directors of the corporation is eliminated to the fullest extent permitted by the provisions of Section 209 (c) and (d) of the Michigan Nonprofit Corporation Act, as the same may be amended and supplemented.
Article VI: Duties of Officers
Section 1. President: The President shall perform all duties normally associated with 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 wherever the president would preside but is absent.
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 register of the members and shall be responsible for sending out the proper notices using current email or written notice preferences for all meetings, regular, annual and special, of the entire membership, make such reports of the activities of the corporation, as may be required, 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 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 VII: Committees
Section 1. 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 and Membership 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 election meetings. 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 and each officer of the corporation to be filled. Nominations for the Board of Directors from the floor at the Annual Meeting and for officers at the meeting of the Board of Directors shall be accepted.
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 VIII: Dues – Income
Section 1. Annual dues shall be in such amounts as may be determined by the Board of Directors and shall be payable by January 1st of each year. The annual membership year for the corporation shall be January 1 through December 31.
Section 2. The fiscal year of the corporation shall commence on January 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 determined by the Board.
Article IX: Conflict of Interest and Non-Discrimination
Section 1. Board members of Alliance Française – Lansing shall formally disclose any relationship or prior agreement that is, or may become, a conflict of interest with respect to Alliance Française – Lansing duties or involvement. Upon such disclosure being made, the Board shall, by majority vote, determine if a real potential conflict exists. A member who is determined to have a real or potential conflict of interest shall be ineligible to vote with respect to such matters. At the Board’s discretion, the member in conflict may be invited to participate in discussions so that the members may be fully informed about the subject matter being considered.
Section 2. The members of the Board shall conduct business in a fair and impartial manner and shall not make decisions which discriminate solely for reasons including, but not limited to: color, race, ethnicity, religion, age, gender, sexual or political orientation, national origin, marital status, weight or height, or disability.
Article X: Indemnification
Section 1. The corporation may indemnify any person (including his or her 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 or she 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 Michigan.
Article XI: Dissolution
Section 1. The corporation may be dissolved only with authorization by its Board of Directors given at a special meeting called for that purpose and with subsequent approval by a two-thirds (2/3) vote of the Membership.
Section 2. Upon the dissolution of Alliance Française – Lansing, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of Alliance Française – Lansing is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Article XII: Amendments
Section 1. The by-laws can be modified only by a proposal from the Board of Directors or by one tenth of the voting members of the corporation. Notice of the proposed amendment must be provided to the voting members at least one month before the meeting of the membership.
Section 2. The adoption of the modifications becomes definitive only after approval by the Foundation Alliance Française. After filing changes with the state of Michigan, copies of the act of filing and the registered by-laws are sent to the Fondation for filing. They must be accompanied with their translation in French. All these documents must be initialed on every page, signed and dated by the president of the Alliance Française – Lansing.
Section 3. A special meeting of the membership called to decide on modifications to the by-laws or the dissolution of the corporation must include at least half plus one of the current voting members. If this proportion is not reached, a second special meeting can be scheduled as long as it is at least 15 days after the original special meeting. At the second special meeting, a quorum shall be whatever number of members is present and they can deliberate and ratify by a two-thirds majority of those present any actions taken related to the by-laws or dissolution.
Section 4. In case of dissolution, the membership shall appoint one or several members to take charge of the liquidation of the properties of the corporation. They shall distribute the net assets to another Alliance Française operating in the country or if not, to a non-profit organization with similar goals, including the Ministry of Foreign Affairs and International Development.
Alliance Française – Lansing revised by-laws approved:
(Original by-laws written circa 1995.)
