By-Laws of The American Friends of Lafayette
Article I. Name.
Section 1. The name of the organization shall be THE AMERICAN FRIENDS OF LAFAYETTE, and its existence shall be perpetual.
Article II. Objects.
Section 1. The objects and purposes of the Society are as follows:
(a) To promote historical research with respect to the life and time of General Lafayette, including his services to the American cause, through the collection of books, manuscripts, documents, and other material dealing therewith, and by making available to students, teachers, writers, and others materials owned by the Society and its members.
(b) To publish and distribute, and to receive gifts and contributions for the purpose of publication and distribution, and to encourage the establishment of a fund or funds by others to publish and distribute such material.
(c) To establish and to encourage the establishment of scholarships in universities, colleges, and schools and courses of lectures for research and study of the matters referred to in subsection (a) above and to give and grant prizes and awards for such research and for meritorious historical, literary, and other work devoted to such matters.
(d) To foster and promote the traditional friendship between the United States and France of which General Lafayette is a symbol.
Article III. Board of Governors.
Section 1. The management of the affairs of the Society shall be directed by a Board of Governors to consist of the officers and six other members-at-large. Members-at-large shall be elected prior to the Annual Meeting by the Board of Governors to serve staggered three year terms and shall serve until their successors have been elected.
Section 2. Meetings of the Board of Governors shall be held annually prior to the Annual Meeting of the Society for the nomination of officers for the ensuing year and for such other business as may arise, and at any time at the direction of the President or upon the written request of any three members of the Board of Governors, upon five days' notice to be given by the secretary by mail, telegraph or otherwise, which shall specify the time and place of the meeting. A quorum at any annual or other meeting of the Board of Governors shall consist of not less than four members.
Section 3. Any vacancy upon the Board of Governors occurring more than twenty days prior to an Annual Meeting may be filled by the Board of Governors or Executive Committee thereof, and the term of office of the person appointed to fill such vacancy shall be the unexpired term of the member whose place he or she takes, subject to ratification at the next Annual Meeting of the Society. Vacancies occurring within twenty days of the Annual next ensuing, or by reason of the failure of the members to ratify such appointment, shall be filled, for a like unexpired term, by vote or ballot of the members of the Society at such Annual Meeting.
Section 4. Between meetings of the Board of Governors, and subject to its ratification, all powers may be exercised by an Executive Committee thereof, to consist of the President and any three other members of the Board of Governors (who may be officers) appointed by him. Any vacancy on said Committee shall be appointed by the President.
Section 5. Except as otherwise provided herein, the Board of Governors and the Executive Committee thereof shall make rules for their own governance.
Article IV Nominating and other Committees.
Section 1. The president shall appoint a Nominating Committee of three members of the Society, which shall nominate candidates for membership on the Board of Governors to be voted or balloted for such Meeting. Any member of the Society may nominate additional candidates for such office prior to such Meeting.
Section 2. The President may at any time, or from time to time, and, upon the direction of the Board of Governors, shall create and appoint the members of one or more Committees of the Society or of the Executive Committee to formulate plans for the commemoration of General Lafayette, to attend ceremonies, to select writings for publication and distribution, to select recipients of scholarships, prizes, and awards, or to carry out any other duty consistent with the objects and purposes of the Society.
Article V. Membership
Section 1. The membership of the Society shall consist of Active Life, Benefactor, Sustaining, and Honorary Members. Membership may be held by individuals or by corporations, associations, or other entities.
Section 2. The Board of Governors or the Executive Committee thereof shall elect the Members.
Section 3. The annual dues for Active and Sustaining Members shall be payable January 1st of each year, and shall cover the period of the calendar year or unexpired portion thereof. Honorary Members shall be exempt from the payment of dues but shall otherwise be entitled to all rights and privileges of Active Members. At any time the Board of Governors may remit, in whole or in part, the dues of any Active Member which is a charitable, educational or patriotic organization or has made contributions in excess of the amount of the dues to any publication, prize or scholarship fund of the Society, or for any other reason deemed by the Board of Governors to be adequate. Unless dues shall have been remitted, any Active Member who shall have failed for a period of two successive years to pay dues may be dropped from the list of members by action of the Board of Governors.
Article VI. Officers.
Section 1. The officers of the Society shall be a President, two Vice-Presidents, a Secretary, a Treasurer, and a Curator. The President, Vice-Presidents, Secretary, Treasurer, and Curator shall be elected by the Board of Governors annually to serve for one year or until a successor is elected.
Section 2. No member of the Board of Governors shall receive compensation form the Society for services in such capacity except for extraordinary circumstances. Extraordinary expenses may be paid by the Treasurer upon presentation of receipts when incurred by a member of members involved in special projects and with the approval of the Executive Committee.
Section 3. The President, Vice-Presidents, Secretary, and Treasurer shall have the usual powers and duties incident to such office, subject to the approval of the Board of Governors. The Curator shall superintend the literary and historical collections of the Society.
Section 4. The same person may fill at one time any two or more offices of the Society except those of President and Treasurer or President and Vice-President.
Section 5. The Board of Governors shall appoint Trustees of the Society to consist of three members of the Society, with the President and Treasurer for the time in office, to serve until their respective successors are appointed. Vacancies in said Board occurring between meetings of the Board of Governors shall be filled by the Executive Committee thereof. Title to the literary and historical collections of the Society, to any permanent publication, scholarship or prize fund, and to any moneys or properties bequeathed to the Society shall vest in the Trustees to the extent permitted by law.
Section 6. Any officer, member of the Board of Governors, Trustee, or appointee of such in an official capacity who fails to attend two consecutive annual meetings without good cause as determined by the Executive Committee shall assume that a vacancy exists, and shall appoint a replacement for the remainder of the term or until the next Annual Meeting, whichever occurs first.
Article VII. Meetings.
Section 1. The Annual Meeting of the Society shall be held at such time and place as the Board of Governors may designate, upon thirty days prior notice thereof to be given by the President.
Section 2. Special meetings of the Society may be called by direction of the President or at the request of at least four members of the Board of Governors or at least fifteen other members of the Society, upon thirty days' notice to be given by the President, which notice shall specify the time, place and purpose of the meeting.
Section 3. At each Annual or Special Meeting of the Society, each Active, Life, Benefactor, Sustaining, and Honorary Member shall be entitled to vote in person or by proxy appointed by an instrument in writing subscribed by said Member.
Article VIII. Amendments.
Section 1. The By-Laws of the Society may be amended at any Annual Meeting of the Society, or at any special meeting of the Society, the notice of which shall include notice of the proposed amendment or amendments, by a majority of the members present voting in person or by proxy.
The following amendment was adopted at the 1994 meeting:
In the event that The American Friends of Lafayette should dissolve, the Executive Board shall, after paying or making provision for the payments of all corporations liabilities, dispose of the remaining assets of the corporation within the confines of the Internal Revenue Code, as follows: The deed of ownership for the Lafayette Collection which resides in permanent custody at Lafayette College, Easton, PA since May 18, 1940 shall pass to Lafayette College. All records of the organization shall become a permanent part of the Lafayette Collection. All assets not disposed of to settle liabilities of the corporation shall be given to Lafayette College with the stipulation that they may only be used for the preservation of the Lafayette Collection.