BY LAWS OF THE ALLIANCE FRANCAISE DE LOS ANGELES.
A CALIFORNIA NON-PROFIT CORPORATION
ARTICLE I: Mission
Section 1. The Alliance Francaise de Los Angeles, hereinafter referred to as the “Alliance”, is a non-profit organization established in accordance with the laws of the State of California, Section 501©(3) of the Internal Revenue Code and the by-laws of the Alliance Francaise, created in Paris in 1883 and updated by the Fondation Alliance Francaise in Paris (whose US headquarters is located in Chicago, Illinois) as of January 1, 2008. Its mission is to encourage the study of French language, and to promote and enhance the knowledge and appreciation of French and Francophone culture through educational programs and cultural events.
a. The Alliance has no political or religious affiliations and does not allow any form of discrimination.
b. Its principal office for the transaction of business shall be located in Los Angeles, California.
ARTICLE II: Membership
There shall be two (2) classes of membership, namely:
Section 1. Regular Membership. Individuals or corporations who pay required dues as determined by the Board of Directors (the “Board”) each fiscal year.
Honorary Membership. The Board may confer the title of Honorary Member to distinguished persons who have contributed in a notable way to the advancement, instruction in and knowledge of the French language. Honorary Members shall not be required to pay annual dues.
Section 2. Dues. The amount of the annual dues to be paid by the members shall be fixed on a yearly basis by a simple majority vote of the Board.
Section 3. Eligibility. Any reputable individual, corporation or organization interested in furthering the objectives of the Alliance, may become a member, on such terms as may be determined by the Board from time to time.
Section 4. Termination of Membership. Any membership in the Alliance may be terminated for good cause, including, but not limited to, non-payment of dues by the vote of two-thirds (2/3) of the Board after notice to the respective member and after giving such member the opportunity to respond to such notice.
ARTICLE III: Meetings
Section 1. There shall be at least one (1) annual membership meeting per year for the election of the Directors and for the transaction of such other business as may properly come before the meeting. The annual meeting shall require a quorum, as defined below, and must be held during the first half of each year at such time and place as may be determined by the Board. Notice of such meeting shall be given by fifteen (15) days prior written notice forwarded by mail or electronic notice to each member. The dates of such meetings shall be announced by personal notice mailed or electronically sent to each member by the Secretary or his or her designee.
a. At the annual membership meeting, the President shall present a report of the activities of the Alliance during the expiring year.
b. Special meetings of the Alliance may be called at any time by the President, a majority of the Board, or upon written request of at least ten percent (10%) of the regular members. Notice of special meetings of the members shall be given in the same manner as provided for the annual meeting.
c. In addition to the annual and special meetings as set forth in these Bylaws, the Directors shall arrange for at least four (4) events per year, of an educational, cultural and/or artistic character.
Section 2. Quorum. A quorum shall consist of a minimum of ten percent (10%) of the total membership.
Section 3. Loss of Quorum. The members present at a duly called and held meeting at which a quorum is present may continue to do business until adjournment notwithstanding the withdrawal of enough members to leave less than a quorum.
Section 4. Voting. Unless otherwise determined by the Board, voting shall be by voice or ballot of members in good standing, provided that any election of Directors must be by ballot if demanded by any member before the voting begins. Members shall have the right to vote or act by proxy; however, no member shall have the right to vote more than 2 proxy votes.
Section 5. Waiver of Notice or Consent by Absent Members. The transaction of any meeting of members, either annual or special, however called or noticed, and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if a quorum is present, either in person or by proxy, and if either before or after the meeting, each person entitled to vote, who was not present in person or by proxy, signs a written waiver of notice or a consent to a holding of the meeting, or an approval of the minutes. All waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
ARTICLE IV: Board of Directors
Section 1. Number and Election. The management and control of the property and affairs of the Alliance shall be vested in a Board of Directors (the “Directors”) consisting of not less than five (5) and not more than twelve (12) Directors who shall be elected by a simple majority vote at the annual meeting of the Alliance or any special meeting.The term of office of each Director shall be three (3) years. For any Director elected as of or after the date of this amendment, the term of office shall be three (3) years and such Directors shall not serve more than three (3) consecutive terms. For any Director already serving a term, as of the date of this amendment, that Director shall not serve more than 3 consecutive terms.
Section 2. Duties of Directors. The business and affairs of the Alliance shall be managed by and all powers exercised by or under the direction of the Board in accordance with California Non-Profit Corporation Law. The Board may delegate the management of the activities to an Executive Director or any person or persons, provided that the activities and affairs are managed under the ultimate direction of the Board.
Section 3. Director Compensation. A Director shall not receive any compensation for his service to the Alliance in any capacity. A Director, however, may be reimbursed for expenses made on behalf of the Alliance and determined by the Board to be just and reasonable. Salaried employees of the Alliance shall not be Directors.
Section 4. Non-Liability of Directors. The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Alliance.
Section 5. Meetings of the Board. The Board of Directors shall hold its annual meeting immediately after the annual meeting of the membership for the purpose of electing officers and conducting any other business that may come before the Board. In addition, the Board of Directors shall meet at least once every quarter for the purpose of dealing with current affairs of the Alliance and in order to plan future events.Participation in any meeting of the Board of Directors other than at the annual membership meeting may take place by conference telephone or similar communication equipment, so long as all members participating can hear one another, and all such Directors shall be deemed to be present in person at such meeting.
Section 6. Dues. The Board is to determine the dues payable by members of the Alliance.
Section 7. Vacancies. In case of the occurrence of a vacancy on the Board, the Board may elect a successor for the unexpired portion of such Director’s term and this nomination must be approved at the next Assemblee Generale.
Section 8. Action Without Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board and shall be filed with the minutes of the proceedings of the Board.
ARTICLE V: Committees of the Board
The President may appoint committees to serve at the discretion of the Board and to assist the Board in the performance of its duties. The President, who will be an ex-officio member, shall select the members of each such committee.
ARTICLE VI: Officers
Section 1. Election of Officers. The Officers shall consist of a President, one or more Vice Presidents, a Chief Financial Officer or a Treasurer, and a Secretary.
Each Officer shall be elected for one (1) year or until the election of his successor. The President or, in his absence, one of the Vice Presidents, shall preside over all Board meetings. The Officers shall perform all such duties usually pertaining to their offices as set forth below and in accordance with California Non-Profit Corporation law.
Section 2. Responsibilities of Officers.
a. President. The President of the Board shall preside at all meetings of the Board and exercise and perform the powers and duties assigned by the Board or as set forth in these bylaws. Such duties shall include, but not be limited to, compliance with all applicable state and federal laws and adherence to all adopted resolutions legally adopted by the Board.
b. Vice Presidents. In the absence of the President, the Vice Presidents in order of their rank as fixed by the Board, or if not ranked, a Vice President designated by the Board, shall perform all duties of the President and, when so acting, shall have all the powers of and subject to the restrictions upon, the President.
c. Chief Financial Officer or Treasurer. The duties and responsibilities of the Chief Financial Officer or the Treasurer shall include, but not be limited to, the following:
i. Keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties of the Alliance, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and other matters customarily included in financial statements;
ii. Prepare or cause to be prepared and certify or cause to be certified, the financial statements;
iii. Deposit or cause to be deposited, all the money and other valuables in the name of the Alliance and to credit to the Alliance, with such depositories as may be designated by the Board;
iv. Disburse or cause to be disbursed, the funds of the Alliance as ordered by the Board;
v. Render or cause to be rendered an accounting to the Board, when requested.
d. Secretary. The duties and responsibilities of the Secretary shall include, but not be limited to, the following:
i. Certify and keep at the principal office of the Alliance, the original or a copy of the by-laws, as amended to date;
ii. Keep or cause to be kept at the principal office of the Alliance, a book of minutes of all meetings and proceedings and actions of Directors;
iii. Cause or cause to be given, notice of all meetings of the Board in accordance with the by-laws.
e. Executive Director. The Executive Director shall, subject to the control of the Board, supervise, direct and control the business affairs of the Alliance. The Executive Director may delegate his or her responsibilities and powers subject to the control of the Board.
Section 3. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by a simple majority vote of the Board for the unexpired portion of the term.
ARTICLE VII: Dissolution of Assets
Upon dissolution or winding up of the Alliance, its assets remaining after payment or the provision for payment, of all debts and liabilities shall be distributed to a non-profit fund, foundation or corporation which is organized and operated exclusively for charitable purposes in accordance with the tax-exempt status under Section 501©(3) of the Internal revenue Code and the mission of the Alliance as set forth herein.
The Alliance shall have a seal, circular in design, bearing the words: “ALLIANCE FRANCAISE DE LOS ANGELES”. The Secretary shall keep the seal.
ARTICLE Vlll: Constructions and Definitions
Unless the context requires otherwise, the general provisions of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter.
ARTICLE IX: Amendments
These Bylaws may be amended, repealed or altered in whole or in part, at any annual or special meeting of the Alliance, by proposal of the Board or by 10% of the members attending the annual meeting, provided that the proposed change or changes shall be mentioned in the notice of the meeting. Any such amendment requires a simple majority vote of those members voting.
A copy of any proposed amendments will be submitted to the Fondation for its review and approval, along with a French translation, signed and dated by the President of the Alliance.