§ I.1. Name. The name of the corporation is The Alliance Française of the Lake Champlain Region, Inc. (AFLCR).
§ I.2. Offices. The board of directors may, from time to time, designate the location of the principal office of the corporation and may, from time to time, designate other offices within or without the State of Vermont as the business of the corporation may require.
§ I.3. Purpose. The corporation is organized, and is to be operated, exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the United States Internal Revenue Code of 1986, as amended (the “Code”) (or the corresponding provision of any future federal tax code), and any other lawful purpose permitted to an entity referred to in Section 501(c)(3) of the Code (or the corresponding provision of any future federal tax code).
The corporation may achieve its purposes through any appropriate means determined by the directors of the corporation. The corporation shall have such additional purposes and shall also be limited in purpose as set forth in its Articles of Incorporation.
Notwithstanding any other provision of these bylaws, no director, officer, employee, or representative of this corporation shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Code or any corresponding provision of any future federal tax code.
The corporation, the Alliance Française of the Lake Champlain Region, is a nonprofit organization, constituted in accordance with the statutes and aims of the Alliance Française founded in Paris in 1883 and the work of which has been continued since January 1st, 2008 by the Fondation des Alliances Françaises and in conformity with the Alliance Française charter. It aims to promote the French language in the Lake Champlain region, bring together those who desire to contribute towards developing understanding and enjoyment of French culture and language and, on a larger scale, foster greater mutual understanding between the United States of America, France, Canada and any other French-speaking country or region through linguistic and cultural exchanges. The corporation operates within a framework of responsible and well-balanced management, which guarantees its spirit of independence. The corporation has no political or religious affiliations and prohibits any form of discrimination. Its duration is unlimited. The corporation received approval of its bylaws by the Fondation des Alliances Françaises.
§ II.1. Classes of Members. The corporation shall have two classes of members: Active Members and Honorary Members.
§ II.2. Active Members. Any person interested in furthering the exempt purposes of the corporation may become an active member of the corporation by applying, in form and manner as determined by the board of directors, and paying an annual fee according to the fee schedule determined by the board of directors. The board of directors may set and change such fee as may be necessary from time to time.
§ II.3. Honorary Members. The board of directors may confer honorary membership to such distinguished persons who have contributed in a notable way to the mission of the corporation. Honorary members shall not be required to pay any fees or dues.
§ II.4. Annual Meeting. A meeting of the membership shall be held at least one time per year at such time, place and date as shall be designated by the board of directors. Written notice of the annual meeting shall be sent to all members at least thirty (30) days) and no more than sixty (60) days prior thereto. The agenda for the annual meeting shall be determined by the board of directors. At the annual meeting, the members shall elect members of the board, as necessary, and address other business that may come before the members during the meeting.
§ II.5. Special Meetings. Special meetings of the members may be called by the board of directors or upon the request in writing of the holders of at least fifty percent (50%) of the voting power of the members of the corporation. Such written request shall be delivered to the president of the corporation and shall describe the purpose or the purposes for which such meeting is to be held. Written notice of a special meeting shall be sent to all members at least thirty (30) days) and no more than sixty (60) days prior thereto.
§ II.6. Quorum. Except as specifically provided in Article X of these Bylaws, ten percent (10%) of the voting power of the members represented in person or by proxy shall constitute a quorum for the transaction of business.
§ II.7. Voting. Each member shall be entitled to one (1) vote on each matter submitted to a vote of the members. Except as otherwise provided in this Section, Article X of these Bylaws, or as otherwise required by the Vermont Nonprofit Corporation Act (Title 11B of the Vermont Statutes Annotated) or any successor statute, the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the members. Directors shall be elected by a majority vote of the members present at a meeting at which a quorum is present. Should a quorum not be present, a lesser number may adjourn the meeting to some further time.
§ II.8. Waiver of Notice. A member may waive notice in a writing signed by the member and delivered to the corporation for inclusion in the minutes or filing with the corporate records. A member’s attendance at a meeting waives objection to lack of notice or defective notice, unless the member timely objects at the meeting to holding the meeting or transacting business at the meeting. A member’s attendance at a meeting also waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member timely objects to the matter when it is presented or when the member thereafter becomes aware that the matter is presented.
§ II.9. Action by Written Consent. Action permitted or required to be taken at a membership meeting may be taken without a meeting if the action is taken by at least a majority of members. Each action must be evidenced by one or more written consents describing the action taken, signed by a majority of members, and delivered to the corporation for inclusion in the minutes.
§ II.10. Telephone Meetings. Members may participate in a meeting of the membership by means of a conference telephone or video communication by means of which all persons participating in the meeting can hear each other. Participation in a meeting in such a manner shall constitute presence in person at such meeting.
§ II.11. Minutes. Minutes of all annual and special membership meetings shall be taken by the secretary of the board of directors and shall be submitted for approval by the full board.
§ III.1. Number and Qualification. The number of directors shall be an odd number, no fewer than three (3) and no more than nine (9). Directors on the board of directors are required to be active members of the corporation in good standing.
§ III.2. Term of Office; Manner of Election. Directors shall be elected at the annual meeting of members as set forth in Article II of these bylaws by a majority vote of the members present at a meeting at which a quorum is present. The term of office of each director shall normally be two (2) years, unless a different term length is necessary to ensure that there will be staggered terms of office on the board. In no case shall a board member term exceed four (4) years. Each director shall be eligible for reelection at the end of his or her term upon the affirmative vote of a majority of the members present and voting at the annual meeting. However, no board member may serve more than three consecutive terms.
§ III.3. Duties and Powers. The board of directors shall have control and management of the affairs and business of the corporation, and the directors shall in all cases act as a board, regularly convened. In the transaction of business, the act of a majority of directors present at a meeting, except as otherwise provided by law or the articles of incorporation, shall be the act of the board, provided a quorum is present. The directors may adopt such rules and regulations for the conduct of their meetings and the management of the corporation as they deem proper and not inconsistent with law or these bylaws.
§ III.4. Meetings of Directors. The board of directors shall hold at least three (3) regular meetings of the board per year to organize, select officers, and transact other business. Other regular meetings of the board shall be held at such times and locations as the board may from time to time determine. Special meetings of the board of directors may be called by the president at any time and upon the petition of at least twenty percent (20%) of the directors of the corporation then serving as directors. Minutes of the meeting shall be kept. A written report, signed by the president and/or by the secretary, will be presented for approval at the beginning of the next meeting.
The School Director shall have the right to participate at a board meeting in a consultative capacity but shall have no right to vote. The right of participation shall also apply to any other paid administrator.
§ III.5. Notice of Meetings. Notice of special meetings shall be given at least forty-eight (48) hours prior to such meeting if delivered in person, by telephone, or by electronic mail.
§ III.6. Waiver of Notice. Whenever, under the provisions of these bylaws or of any statute, any director is entitled to notice of any regular or special meetings or of any action to be taken by the corporation, such meeting may be held or such action may be taken without the giving of such notice, provided every director entitled to such notice waives, in writing, the requirements of these bylaws with respect thereto. All waivers, consents and approvals shall be filed with the minutes.
§ III.7. Place and Frequency of Meeting. The board of directors may designate any meeting place it deems appropriate for any regular or special meeting. Directors are expected to attend a majority of the board meetings held each year.
§ III.8. Quorum. At any meeting of the board of directors, the presence of a majority of the board fixed in accordance with these bylaws shall be necessary to constitute a quorum for the transaction of business. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors. Should a quorum not be present, a lesser number may vote to adjourn the meeting to some further time.
§ III.9. Virtual Meetings. Members of the board of directors and members of any committee designated by the board of directors may participate in a meeting of such board or committee by means of a conference telephone or video communication by means of which all persons participating in the meeting can hear each other, and participation in a meeting in such a manner shall constitute presence in person at such meeting.
§ III.10. Consent. Any action consented to in writing by each and every director shall be as valid as if adopted by the board of directors at a duly held meeting thereof, provided that such written consent is included in the minutes. Transmission of consent by electronic mail or other electronic transmission shall constitute consent in writing.
§ III.11. Voting. With respect to any matter subject to a vote by the board of directors, each director shall have one (1) vote.
§ III.12. Compensation. No individual serving as on the board of directors may receive any remuneration from the corporation, either with respect to services provided to the corporation within the framework of their own profession or with respect to an internal job or provision of services. Therefore, no employee of Alliance Française can become a member of the board of directors. Directors shall avoid any conflict of interest and shall inform the board of the occurrence of any such conflict.
§ III.13. Duties of Directors. Each director shall:
(a) Regularly check the email account provided to him/her by the board for the conduct of Alliance Française business;
(b) Attend a majority of the board meetings held annually, except in extenuating circumstances as provided below;
(c) Serve on at least one committee and/or participate in at least one event planning activity each year;
(d) Participate in strategic planning activities;
(e) Support the goals and objectives of the Alliance, as adopted by the board;
(f) Attend and/or personally support Alliance events whenever possible;
g Lend sound and knowledgeable advice, counsel and assistance to the board;
h Represent the organization to volunteers, to the general membership of the Alliance, to sponsors, and to the community at large.
If a director becomes temporarily unable to fulfill these obligations, the director may seek a leave of absence from the president. During the leave of absence, the director will no longer be included in the total number of directors used to determine the number required for a quorum.
§ III.14. Vacancies. Any vacancy occurring in the board of directors by death, resignation or otherwise shall be promptly filled by a majority vote of the directors then in office. The person so elected shall serve out the unexpired portion of the term. In the alternative, the vacant director position may be eliminated.
§ III.15. Resignation. Any director may resign his or her office at any time, such resignation to be made in writing to the board of directors and effective upon delivery, unless otherwise specified in the notice.
§ III.16. Removal of Director. Any director may be removed for cause at any time by the affirmative vote of a majority of directors then in office. Written notice to vote on the removal of a director must be given to all directors entitled to vote at least fourteen (14) days in advance of the meeting at which such vote would be taken. The affected director shall be entitled to a hearing before the board.
§ III.17. Committees. The board of directors may, by a majority vote, designate one or more committees, each committee to include one or more directors. The president shall serve as an ex officio member of each committee. Members may serve on committees at the invitation of the board.
§ IV.1. Officers and Qualifications. The corporation shall have such officers as the board of directors may determine, including a president, one or more vice presidents, a treasurer and a secretary. Any two or more offices may be held by the same person, except for the offices of president and secretary. All officers shall be members in good standing having already served or currently serving on the board of directors.
§ IV.2. Election. All the officers of the corporation shall be elected by the board of directors at the first meeting of the board of directors that follows the annual meeting of members.
§ IV.3. Term of Office. All officers shall hold office for a period of two (2) years or until their removal or resignation as hereinafter provided.
§ IV.4. Removal and Resignation of Officers. Any officer may be removed for cause by the vote of a majority of the board of directors. Any officer may resign his or her office at any time, such resignation to be made in writing to the board of directors and effective upon delivery, unless otherwise specified in the notice.
§ IV.5. Vacancies. All vacancies in any office shall be promptly filled (or the position eliminated) by the board of directors, either at a regular meeting or at a special meeting called for that purpose.
§ IV.6. Duties of the President. The president shall:
(a) Supervise and control the business and affairs of the corporation;
(b) Cause to be called regular and special meetings of the directors in accordance with the requirements of these bylaws and preside at all meetings of the board of directors; and
(c) Enforce these bylaws and perform all duties incident to his or her office and which are required by law; and
(d) Ensure legal representation of the corporation and compliance with the obligations provided for under the laws of the State of Vermont.
§ IV.7. Duties of the Vice President. The vice president shall, in the absence or disability of the president, or in the case of any vacancy in the office of president, exercise the powers and perform the duties as may from time to time be required of the president.
§ IV.8. Duties of the Treasurer. The treasurer shall:
(a) Oversee the finances of the corporation and shall have the custody and control of its funds and shall have the authority to open bank accounts in the name of the corporation;
(b) Have authority, along with the president, vice president(s), secretary and school director, to disburse funds by check or otherwise;
(c) Cause all debts and obligations of the corporation to be paid when due;
(d) Keep an account of all receipts and disbursements which shall be open for inspection by the board of directors and auditors at all times;
(e) The treasurer shall submit, on a quarterly basis, a report on all receipts and expenditures to the board. The treasurer shall also regularly report to the board on key financial events, trends, and concerns and provide an assessment of the corporation’s fiscal health in relation to the approved annual budget;
(f) Furnish an annual financial statement at each annual meeting of the members; and
(g) Perform such other duties as may be authorized and directed by the board of directors.
§ IV.9. Duties of the Secretary. The secretary shall:
(a) Handle the general correspondence of the board of directors;
(b) Be responsible for adequate advance written notice of all meetings of the board of directors and meetings of the membership;
(c) Attend all meetings of the board of directors and keep, or cause to be kept, the minutes of such meetings; and
(d) Perform the duties incident to the office of the secretary of the corporation as specifically delegated from time to time by the board of directors and as may be required by the laws of the State of Vermont.
§ IV.10. Additional Officers. The board of directors may appoint such other officers as the board of directors deems necessary and in the best interests of the corporation and may delegate to such officers duties that the board of directors determines to be necessary or appropriate.
§ V.1. The School Director is appointed by the board of directors to perform such functions as are set forth in a job description prepared by the board.
§ VI.1. Execution. All bills payable, notes, checks, drafts, warrants or other negotiable instruments of the corporation shall be made in the name of the corporation and shall be signed by such officer or officers, agent or agents, as the board of directors shall from time to time by resolution direct.
§ VII.1. Fiscal Year. The board of directors may designate the fiscal year of the corporation, from time to time, subject to applicable law.
§ VIII.1. Funds and Donations. The corporation is hereby empowered to raise funds for charitable and educational purposes within the meaning of Section 501(c)(3) of the Code, or the corresponding provision of any future federal tax code. The corporation shall keep accurate records, books, and other necessary documentation, in appropriate accounting form, of all grants, donations, bequests or other contributions to the corporation and shall report such contributions to the Internal Revenue Service as it may, from time to time, be required.
§ IX.1. Rights. Subject to limitations in this Article IX, the corporation shall indemnify its directors and officers, including those formerly holding such positions (hereinafter referred to as “covered persons”), for all claims and liabilities actually and reasonably incurred, including reasonable expenses and attorneys’ fees, to which they may become subject by reason of their positions with the corporation or their actions on behalf of the corporation. Such indemnification shall apply whenever a covered person is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative. The corporation may directly pay or settle any such claims and liabilities as are determined by the board of directors. The foregoing shall not be exclusive of any other rights to which such covered persons may be lawfully entitled.
§ IX.2. Limitations. No indemnification shall be provided for any covered person with respect to any matter as to which he or she is determined not to have acted in good faith in the reasonable belief that the action was in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, where the covered person is determined to have had no reasonable cause to believe the conduct was unlawful. If these determinations are not made in a legal proceeding related to the claim, they may be made by the board of directors. If not made or able to be made by either, the determination may be made by independent legal counsel appointed by the corporation. Payment of expenses incurred in defending a civil or criminal proceeding in advance of its final disposition may be made only upon receipt by the corporation of an undertaking to repay such amounts if the covered person shall be determined to be not entitled to indemnification under this article.
§ X.1. Dissolution. The corporation may be dissolved upon proposal by the board of directors to do so, which proposal shall be submitted to an annual or special meeting of the membership, and which meeting shall be convened solely for this purpose. The necessary quorum for such a decision to be valid is half of the members of the corporation plus one. If this quorum is not reached, such annual or special meeting shall be convened at a later date, after an interval of at least fifteen (15) days. Regardless of the existence of a quorum at such later meeting, approval of two-thirds (2/3) of the members then in attendance shall be sufficient to approve the dissolution of the corporation.
§ X.2. Sale of Assets. In the event of dissolution, the board of directors shall appoint one or more auditors to deal with the liquidation of the corporation’s assets. The board shall allocate the net assets of the corporation to another Alliance Française operating in the United States or, in the absence thereof, to one or more similar nonprofit organizations that would then qualify as tax-exempt under the provisions of Section 501(c)(3) of the Code, or any corresponding provision of any future federal tax code, and contributions to which are deductible under Section 170(c)(2) or Section 2055(a) of the Code, or any corresponding provision of any future federal tax code. Any assets not so distributed by the board of directors shall be so distributed by a court of competent jurisdiction, exclusively to such organization or organizations as said court shall determine, which are organized and operated exclusively for such exempt purposes. If the corporation is dissolved, the board shall inform the Fondation des Alliances Françaises of the beneficiary of its assets.
§ X1.1. Periodic Review of Bylaws. A committee appointed by the president shall review these bylaws at least every five (5) years and make a recommendation to the board as to whether and how the bylaws should be amended. The board of directors shall take formal action on such recommendation within sixty (60) days of the receipt by the president of the committee’s report.
§ XI.2. Amendments of Bylaws. Any amendment of these bylaws shall require a two-thirds (2/3) vote of the directors present and voting during a meeting of the board at which a quorum is present. Copies of proposed changes in the bylaws shall be given to the members of the board at least fourteen (14) days in advance of such a meeting. Bylaw amendments that have been approved by the board shall be submitted to the membership for ratification at the next following annual meeting.
As Co-President of the AFLCR, I hereby submit the final bylaws that were approved by the board of the Fondation des Alliances
Françaises on March 25, 2026.
_____________________________________________________________________________
Pamela R. Hunt Date
