AFLCR Bylaws

As revised 12/5/14

BY-LAWS
FOR THE ALLIANCE FRANÇAISE VERMONT CHAPTER
KNOWN AS
THE ALLIANCE FRANÇAISE OF THE LAKE CHAMPLAIN REGION, INC.

Section I: Statement of Purpose

Article 1: The Alliance Française of the Lake Champlain Region, Inc., a Vermont Chapter of the
Federation of Alliances Françaises, Inc., USA, is organized in accordance with the by-laws of the
Alliances Françaises, Inc., USA, founded in 1902 following the Alliance Française of Paris,
founded in 1883, to encourage and further the knowledge of French culture and of the French
language and to foster friendly relations between the American and French people. Furthermore,
it is to be operated as a non-profit organization and exclusively for cultural purposes as described
under section 501(C)(3) of the Internal Revenue Code, as now in effect or hereafter amended.
The organization shall be non-discriminatory, all within the meaning of section 501(C)(3) of the
Internal Revenue Code of 1954 and in conformity with the general principles of conduct of the
Alliance Française. Should dissolution occur, any assets would be distributed to organizations
qualifying under the same section, and preferably to another chapter of Alliance Française.

Section II: Structure of Governance

Article 2: The Alliance Française of the Lake Champlain Region, hereafter referred to as the
AFLCR, shall be controlled by its Board of Directors.

Article 3: The Board of Directors shall include at least three Officers (a President, a Treasurer,
and a Secretary), elected by an absolute majority of the votes cast by the membership present at
the annual General Meeting. Term of service of each Officer is two years, with a limit of two
consecutive terms (four consecutive years) in the same office. Officers are required to be duespaying
members of the AFLCR in good standing and must attend meetings of the Board, but may
give a written general proxy or a written limited proxy to another board member for anticipated
votes.

Article 4: The Board of Directors shall consist of at least five (5) voting members, including the
Officers, or any greater odd number. New Directors will be appointed by the Board for
a term of two years (see Article 7 regarding terms of re-appointment). Directors are
required to be dues-paying members of the AFLCR in good standing and must attend
meetings of the Board. The Board of Directors may choose to ask non-Director
committee chairs, committee members, or other individuals to sit in on sessions of the
Board as non-voting guests.

Article 5: The Board of Directors shall hold a minimum of three (3)
meetings annually (one of which will be the General Meeting of the membership) at which the Board will consider proper means to increase the influence and the prosperity of the
organization. It will also consider amendments proposed to these By-Laws.

Article 6: Permanent or ad hoc Committees will be created as required. The members of each
Committee shall be selected by the President. The President will serve as an ex officio
member of each Committee, and each Committee will have as a member at least one
additional Director. The Committee Chair is not required to be a Director.

Article 7: Each Director who is not an Officer shall be eligible for re-appointment every two
years by and at the discretion of his or her peers on the Board and its Officers.

Article 8: Officers and Directors shall serve without compensation except for authorized services
rendered or expenses incurred as approved by the Board on a case-by-case basis.

Article 9: In case of death or resignation of an Officer or Director, the Board of Directors shall
have the right to select his/her successor for the remainder of his/her term. The title of
Director Emeritus may be awarded to a retiring Director at the discretion of the Board.

Article 10: The members of the AFLCR shall meet annually in a General Meeting. There shall be
presented annual reports of the President and the Treasurer. Officers of the Board will
be elected at this meeting as vacancies to be filled occur.

Section III: Members

Article 11: AFLCR shall consist of active members and honorary members.

Article 12: To become an active member, each candidate must pay annual dues according to the
fee Schedule determined by the Board. The active membership year is determined by the
Membership Committee with approval of the Board and may not necessarily coincide
with the fiscal year of January 1st through December 31st.

Article 13: The Board of Directors may confer the title of Honorary Member to such
distinguished persons who have contributed in a notable way to the mission of AFLCR.
Honorary members shall not be required to pay annual dues.

Article 14: The local Diplomatic Representative of the French Consulate (the Honorary French
Consul of the State of Vermont) shall be invited to all meetings of the Board of Directors and to
the annual General Meeting.

Section IV: Relations with the Federation of Alliances Françaises Inc., USA

Article 15: The AFLCR shall be affiliated with the Federation of Alliances Françaises Inc., USA,
wherever it is headquartered.

Article 16: The AFLCR shall pay the annual dues required by the Federation’s by-laws and shall
benefit from the services offered by the Federation of Alliances Françaises Inc., USA.

Article 17: The AFLCR shall complete in as timely a fashion as possible the Federation requests
for surveys and questionnaires.

Section V: Amendments to the By-Laws

Article 18: The by-laws of AFLCR may be amended by a vote of the members present at the
annual meeting which will have been announced to all members in writing one month prior to
said meeting. All by-laws and their amendments must be in accordance with the rules and
regulations set forth by the Federation of Alliances Françaises Inc., USA.