Amended and restated bylaws - 2020

BYLAWS OF ALLIANCE FRANÇAISE DE MINNEAPOLIS - ST. PAUL

ARTICLE 1

OFFICES

Section 1.1            Registered Office. 

The registered office of the corporation (the “Corporation”) in Minnesota is the place designated in the Articles of Incorporation as the registered office of the Corporation.  The Corporation may change its registered office in accordance with Chapter 317A, Minnesota Statutes, as amended from time to time (hereinafter, “Chapter 317A”).

Section 1.2            Principal Executive Office. 

The principal executive office of the Corporation is the office where the Executive Director has an office or such other location as the Corporation’s board of directors (the “Board” and each member thereof a “Director”) may from time to time determine.

Section 1.3            Other Offices. 

The Corporation may have such other offices and places of business, within or without the State of Minnesota, as the Board may from time to time designate or the business of the Corporation may require.

ARTICLE 2

MEMBERSHIP; MEETINGS OF MEMBERS

Section 2.1            Membership. 

The Corporation shall be limited to the number and classes of members (the “Members”) fixed and authorized from time to time by the Board. Subject to the foregoing, the classes of members shall include, without limitation, the following:

• Individual Member - one person who pays the annual dues of the Corporation that the Board shall establish for Individual Members from time to time.

• Family Membership – multiple persons who share the same household and who pay the annual dues of the Corporation that the Board shall establish for Family Membership from time to time.  The annual dues for a Family Membership shall be higher than the annual dues for an Individual Member.  Family Membership shall include all children of the same household who are under age 18.

• Student Member – one person who is a full-time student and who may pay the annual dues of the Corporation that the Board shall establish for Student Members from time to time.  The annual dues for a Student Member shall be lower than the annual dues for an Individual Member.  A person who is a full-time student may elect to pay the annual dues of the Corporation that the Board shall establish for Individual Members from time to time.

• Senior Member - one person who is sixty-five years old or older and who may pay the annual dues of the Corporation that the Board shall establish for Senior Members from time to time.  The annual dues for a Senior Member shall be lower than the annual dues for an Individual Member.  A person who is sixty-five years old or older may elect to pay the annual dues of the Corporation that the Board shall establish for Individual Members from time to time.

• Corporate Member - a business which pays the annual dues of the Corporation that the Board shall establish for Corporate Members from time to time.

• Life Member - one person who pays the lifetime dues of the Corporation that the Board shall establish for Life Members from time to time.  The lifetime dues of the Corporation shall be a substantial amount.  A Life Member shall be a member of the Corporation for the duration of his/her life.

Section 2.2            Membership Dues. 

The Corporation may levy dues, including annual membership fees, on its Members. The Board shall fix the amount of dues from time to time for each class of membership and determine their methods of collection.

Section 2.3            Voting Rights of Members. 

Subject to this Section 2.3, at all meetings of the Members, each Member of the Corporation shall be entitled to one vote. With respect to Family Memberships, each adult (18 years or older) included in a given Family Membership shall have one vote; children (under age 18) included in a Family Membership shall not have any vote.  Each Corporate Member shall have one vote, which shall be cast by a representative designated by the Corporate Member. Only Members in Good Standing are entitled to vote in the election of the Board or on any other matter. For the purposes of this section, a Member is in “Good Standing” upon payment of annual dues and compliance with the Corporation’s Bylaws, policies and procedures.

Section 2.4            Place of Meetings. 

All meetings shall be held at the registered office of the Corporation, or at such other place as may be specified by the Board from time to time, or as the Members may agree upon in writing or by waiver of notice of meeting.

Section 2.5            Time of Annual Meeting. 

The annual meeting of the Members shall be held upon the call of the Board, for the purpose of electing Directors and transacting such business as may properly come before the meeting.

Section 2.6            Notice of Annual Meeting. 

Written notice of the annual meeting shall be mailed or emailed at least five (5) and not more than sixty (60) days prior to the meeting to each Member entitled to notice of such meeting, to the last known mailing or email address of such Member as the same appears upon the books of the Corporation.

Section 2.7            Call of Special Meetings. 

Special meetings of the Members for any purpose or purposes, unless otherwise prescribed by statute, shall be held (1) on call of the Board or persons authorized to do so by the Articles of Incorporation or Bylaws (which shall include the Chair of the Board); or (2) if at least 50 Members with voting rights or ten percent (10%) of the members with voting rights, whichever is less, sign, date, and deliver to the Chair of the Board or the Chief Financial Officer one or more written demands for the meeting describing the purpose for which it is to be held. Such call or demand shall state the purpose or purposes of the proposed special meeting.

Section 2.8            Notice of Special Meetings. 

Written notice of a special meeting of the Members stating the time, place and purpose thereof shall be mailed or emailed at least five (5) days prior to the meeting, except as otherwise provided by statute, to each Member entitled to notice of such meeting to the last mailing or email known address of such Member as the same appears upon the books of the Corporation.

Section 2.9            Waiver of Notice and Authorization Without Meeting. 

Notice of the time, place and purpose of any meeting of Members, whether required by the applicable statutes of the State of Minnesota, the Articles of Incorporation or these Bylaws, may be waived in writing by any Member.  Such waiver may be given before or after the meeting, and shall be filed with the Secretary, or entered upon the records of the meeting.

Any action which may be taken at a meeting of the Members may be taken without a meeting, if authorized by a writing or writings signed by all Members who would be entitled to a notice of a meeting for such a purpose.

Section 2.10        Quorum; Voting. 

The presence at any meeting, in person or by proxy (which may include electronic or online voting), of five percent (5%) of the Members entitled to vote at such meeting, shall constitute a quorum for the transaction of business.  If, however, the requisite number of Members are not present in person or by proxy at any meeting of the Members, those present shall have the power to adjourn the meeting from time to time, without notice other than by announcement at the meeting, until the requisite number of Members shall be represented. At any such adjourned meeting at which the required number of Members shall be represented, any business may be transacted which might have been transacted at the meeting as originally noticed. Any action to be taken by the Members shall be taken by the affirmative vote of a majority of Members present, in person or by proxy, at a duly held meeting, except where Chapter 317A requires the affirmative vote of a larger proportion or number. 

Section 2.11        Nominating Committee. 

At least forty-five (45) days prior to the annual meeting, the Nominating Committee shall submit to the Board a list of candidates for the Board to be elected by the Members at the annual meeting, which list shall be known as the “regular slate.”  The Board shall approve the regular slate proposed by the Nominating Committee (with such modifications as it deems appropriate) or such other list of Director-candidates that it deems appropriate for the regular slate. The Nominating Committee also shall submit to the Board a list of candidates for the Chair of the Board, the Vice Chair of the Board, the Chief Financial Officer, the Secretary, the General Counsel and such other officers as the Board may designate to be elected by the Board at the annual meeting.  The Board shall approve the officer-candidates proposed by the Nominating Committee (with such modifications as it deems appropriate) or such other list of officer-candidates that it deems appropriate.

Section 2.12        Transferability of Membership. 

Membership shall not be transferable.

Section 2.13        Termination of Membership. 

The Board may terminate any Member, with or without cause, after providing fifteen (15) days’ prior written notice of the effective date of the termination and the reason, if any, for the termination.  If the Member whose membership is at issue (the “Termination Member”) wishes to object to the termination, he/she shall have an opportunity to be heard by the Board, orally or in writing, at least five (5) days before the effective date of the termination.  If the Termination Member does not make himself or herself heard by the Board at least five (5) days before the effective date of the termination, the termination shall become effective on the effective date without further action by the Board.  If the Termination Member makes himself or herself heard by the Board at least five (5) days before the effective date of the termination, the Board shall decide whether to carry out the termination after such a hearing.  Upon termination of membership, the Termination Member shall immediately lose all of the rights and privileges to which he or she is entitled by virtue of membership, but without such termination releasing the Termination Member from the payment of any dues which may be owing to the Corporation at the time of termination. In the event of termination of or resignation from membership, the Termination Member shall have no recourse whatsoever against the Corporation, its assets, Members, officers, Board, agents or employees, and, as a term of membership in the Corporation, the Termination Member expressly waives any and all claims, demands and causes of action whatsoever that might or could arise by virtue of such termination of or resignation from membership.

Section 2.14        Rights Upon Dissolution. 

Upon the dissolution and winding up of the affairs of the Corporation, the Members shall have no equity or claim in or to any of the assets of the Corporation. The assets of the Corporation upon dissolution shall be disposed of as provided in the Articles of Incorporation or as required by Chapter 317A.

Section 2.15        Liability of Members. 

Membership in the Corporation shall not impose on individual Members any liability other than for the payment of annual dues as specified by the Board from time to time.

ARTICLE 3

BOARD OF DIRECTORS

Section 3.1            Management of the Corporation. 

The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors.

Section 3.2            Number; Manner of Selection and Term of Office. 

The Board shall consist of no fewer than twelve (12) and no more than twenty-four (24) persons, as determined by the majority of the Directors then in office; provided, however, that the Board shall be constituted of the number of Directors actually elected and serving at any given time.  Directors shall be elected at the annual meeting of Members and shall serve for a term of three (3) years, or until their successors have been duly elected and qualified.  Directors may not serve more than two (2) consecutive three (3) year terms.  Directors will be eligible for reelection beginning at the annual meeting of Members held in the year following the year in which their second three-year term has lapsed.  Because the members of the second Board of the Corporation were divided into three (3) classes and served terms of one (1), two (2), or three (3) years as then designated by the Board, their successors have been divided into “classes” and have served in staggered terms.  Following this tradition, the entire Board shall never be up for election or re-election at the same time.  To the extent reasonably practical, each class of Directors shall have an equal number of Directors.

Section 3.3            Qualifications. 

Directors must be individuals who are Members of the Corporation age 18 or older.

Section 3.4            Meetings. 

3.4.1        Time; Place.  Meetings of the Board may be held from time to time at any place within or without the State of Minnesota that the Board may select or by any means described in Subsection 3.4.2.  If the Board fails to select a place for a meeting, the meeting shall be held at the registered office.

3.4.2        Electronic Communications. 

(a) A conference among Directors by any means of communication through which the Directors may simultaneously hear each other during the conference constitutes a Board meeting, if the same notice is given of the conference as would be required by Subsection 3.4.3 for a meeting, and if the numbers participating in the conference would be sufficient to constitute a quorum at a meeting.  Participation in a meeting by that means constitutes presence in person at the meeting.

(b) A Director may participate in a Board meeting not described in Subparagraph (a) by any means of communication through which the Director, other Directors so participating, and all Directors physically present at the meeting may simultaneously hear each other during the meeting.  Participation in a meeting by that means constitutes presence in person at the meeting.

3.4.3        Calling Meetings; Notice.  A Director may call a Board meeting by giving forty-eight (48) hours’ notice to all Directors of the date, time and place of the meeting.  The notice need not state the purpose of the meeting.  If the day or date, time and place of a Board meeting have been announced at a previous meeting of the Board, no notice is required.  Notice of an adjourned meeting need not be given other than by announcement at the meeting at which adjournment is taken.

3.4.4        Waiver of Notice.  A Director may waive notice of a meeting of the Board.  A waiver of notice by a Director entitled to notice is effective whether given before, at or after the meeting, and whether given in writing, orally, or by attendance.  Attendance by a Director at a meeting is a waiver of notice of that meeting, except where the Director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting.

3.4.5        Quorum.  One-third of the Directors then on the Board shall constitute a quorum.

3.4.6        Act of the Board.  The Board shall take action by the affirmative vote of a majority of Directors present at a duly held meeting, except where Chapter 317A requires the affirmative vote of a larger proportion or number.  Directors may not vote by proxy.

3.4.7        Action without Meeting.  An action required or permitted to be taken at a Board meeting may be taken by written action signed by all of the Directors.  The written action may be signed in counterparts.

Section 3.5            Resignation. 

A Director may resign at any time by giving written notice to the Corporation.  The resignation is effective without acceptance when the notice is given to the Corporation, unless a later effective time is specified in the notice.

Section 3.6            Removal of Directors. 

A Director may be removed at any time, with or without cause, by the Members or as otherwise permitted by subsection 223 of Chapter 317A.

Section 3.7            Vacancies. 

Any vacancy occurring in the Board by reason of the resignation, death or disqualification of any Director, or a vacancy resulting from an increase in the number of Directors, may be filled, until the next annual meeting of Members, by a majority vote of the remaining members of the Board.  Time served as a Director who fills a vacancy shall not count towards the term limits for Directors set forth in Section 3.2.

Section 3.8            Directors’ Powers and Duties. 

3.8.1        The Board shall have full charge of the property and business of the Corporation, with the full power, authority and duty to manage and conduct the same, including specifically the duty to make sure that the Corporation is adequately and appropriately staffed by an Executive Director, or by other appropriate positions.

3.8.2        The Chair of the Board shall oversee and annually review the Executive Director, who is responsible to the Board for the administration and management of the Corporation and for operating the Corporation in a manner reasonably consistent with the annual budget approved by the Board. 

3.8.3        The Board shall nominate the regular slate of candidates for Director positions to be elected at the annual meeting of the Members.  The Board shall nominate candidates for officer positions.  The Board shall elect officers at the first meeting of the Board following the election of the Directors, which meeting shall take place at the annual meeting of the Members. 

3.8.4        In its discretion, the Board, acting by majority vote, may establish committees of the Board, officers, and/or of Members, and delegate such powers and duties to such committees in the administration of the affairs of the Corporation as the Board, in its discretion, shall determine. In its discretion, the Board may from time to time abolish any or all committees it has established, amend the powers or duties of the committees, or change the size or composition of their membership.  All members of committees of the Board serve thereon only at the pleasure of the Board.  All members of committees must be appointed by the Board or chair of the applicable committee, although they need not be Directors or officers.

Section 3.9            Honorary Directors. 

The Board may from time to time elect honorary directors who shall hold that title for life, provided they remain Members of the Corporation.  The Board shall elect all past Chairs of the Board of the Corporation as honorary directors.  Honorary directors may attend all meetings of the Board and may participate, without vote, in all discussions at meetings of the Board.  Honorary directors shall not be counted for quorum purposes.  Honorary directors also may serve as voting Directors and/or officers if they are so duly elected.

ARTICLE 4
OFFICERS

Section 4.1            Election, Term and Number. 

The officers of the Corporation shall be elected or appointed by the Board.  The officers of the Corporation shall consist of a Chair of the Board, Vice Chair, Secretary, Chief Financial Officer, General Counsel, and such other officer or officers as may be elected or appointed by the Board.  A person may hold more than one office.  The officers shall perform such duties and have such responsibilities as provided for in these Bylaws or as otherwise determined by the Board.  The terms of office with respect to each officer shall be prescribed by the Board at the time of election of the officers, and absent the specification of a term, the term shall be at the pleasure of the Board. Unless otherwise determined by the Board, the Chair of the Board shall serve for a term of two (2) years and each other officer for a term of one (1) year.

Section 4.2            Duties. 

4.2.1        Chair of the Board. The Chair of the Board shall have primary responsibility as Chief Executive Officer for all activities of the Corporation. The Chair of the Board shall have and exercise the duties and powers prescribed by the Board or specified by Chapter 317A for the “President.”

4.2.2        Vice Chair of the Board. The Vice Chair of the Board shall have the primary responsibility to assist the Chair of the Board as required and to perform the duties of the Chair of the Board in case of absence or disability.

4.2.3        Secretary.  The Secretary, if any, shall attend all meetings of the Board and all meetings of the Members and record all votes and minutes of all proceedings in a book or other record permitted by Chapter 317A for that purpose.  The Secretary shall give or cause to be given notice of all meetings of the Members and of the Board and of committees, if any, and shall perform such other duties as may be prescribed by the Board or delegated to the Secretary by the Chair of the Board or the Chief Financial Officer.  If there is no Secretary, then the duties and responsibilities provided for herein shall be discharged by the Chair of the Board or such person as the Chair of the Board may designate.

4.2.4        Chief Financial Officer. The Chief Financial Officer shall have primary responsibility for coordinating all finances and preparing the annual budget. The Chief Financial Officer shall have and exercise the duties and powers prescribed by the Board or specified by Chapter 317A for the “Treasurer.”

4.2.5        General Counsel.  The General Counsel shall have the duties and powers prescribed by the Board from time to time.

Section 4.3            Resignation. 

An officer may resign at any time by giving written notice to the Corporation.  The resignation is effective without acceptance when the notice is given to the Corporation, unless a later effective date is specified in the notice.

Section 4.4            Removal. 

An officer may be removed at any time, with or without cause, by a resolution approved by the affirmative vote of a majority of the Directors present at a meeting duly called and where a quorum is present.  The removal is without prejudice to any contractual rights of the officer.

Section 4.5            Vacancies. 

If any office becomes vacant by reason of death, resignation, retirement, disqualification, removal, or other cause, including as a result of the creation of a new office, the Directors then in office, although less than a quorum, may, or in the case of a vacancy in the office of Chair of the Board or Chief Financial Officer shall, by a majority vote choose a successor or successors who shall hold office for the unexpired term in respect of which such vacancy occurred.

Section 4.6            Delegation. 

Unless prohibited by a resolution approved by the affirmative vote of the Board, an officer of the Corporation may delegate some or all of the duties and powers of an office to other persons, provided that such delegation is in writing.  An officer who delegates the duties or powers of an office remains subject to the standard of conduct for an officer with respect to the discharge of all duties and powers so delegated.

Section 4.7            Executive Committee. 

The Executive Committee shall consist of the duly appointed officers of the Corporation as well as any Directors the Chair of the Board asks to join. The Executive Director shall serve as a non-voting member of the Executive Committee. The Executive Committee shall meet from time to time, at the discretion of the Chair of the Board.

ARTICLE 5

INDEMNIFICATION

Section 5.1            The Corporation shall indemnify all officers and directors of the Corporation for such expenses and liabilities, in such manner, under such circumstances and to such extent as required or permitted by the Minnesota Nonprofit Corporation Act, as now enacted or hereafter amended. Unless otherwise approved by the Board, the Corporation shall not indemnify any employee of the Corporation who is not otherwise entitled to indemnification pursuant to these Bylaws. The Board may authorize the purchase and maintenance of insurance or the execution of individual agreements for the purpose of such indemnification, and the Corporation shall advance all reasonable costs and expenses (including attorneys’ fees) incurred in defending any action, suit or proceeding to all persons entitled to indemnification under these Bylaws, all in the manner, under the circumstances and to the extent required or permitted by the Minnesota Nonprofit Corporation Act, as now enacted or hereafter amended.

ARTICLE 6
RELATIONS WITH THE ALLIANCE FRANÇAISE DE PARIS AND OTHER ORGANIZATIONS

Section 6.1            The Corporation shall operate as an independent chapter of the world-wide Alliance Française organization, shall use or adapt the registered service marks of such organization and shall maintain communications and contact with, and regularly consult and cooperate with, the Fondation Alliance Française in Paris, its Délégation in the United States and the Fédération des Alliances Françaises USA, or the successors-in-interest to such organizations.

ARTICLE 7
MISCELLANEOUS

Section 7.1            Corporate Seal. 

The Corporation shall not have a corporate seal unless otherwise determined by the Board.

Section 7.2            Fiscal Year. 

The fiscal year of this Corporation shall commence on the first day of July in each year.

Section 7.3            Computation of Time. 

Whenever notice is required to be given pursuant to these Bylaws, the day upon which notice is personally served, deposited in the mail, given by telegram, telex, telecopied or otherwise delivered, shall not be counted for the purpose of computing the time period of the notice.  All notice periods shall be computed in calendar days.

Section 7.4            Amendments to Bylaws. 

These Bylaws may be amended or altered by vote of either (a) the majority of the Members present and voting at any meeting, in person or by proxy, where a quorum is present; or (b) the majority of the Board.

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