Bylaws of The American Friends of Lafayette
Article I. Name. Section 1. The name of the organization shall be THE AMERICAN FRIENDS OF LAFAYETTE (hereafter “the Society”), and its existence shall be perpetual. Article II. Objects. Section 1. The objects and purposes of the Society are as follows: (a) To educate the public about the life and career of General Lafayette. (b) To commemorate General Lafayette by conducting and attending events, ceremonies, and meetings including, but not limited to, the ceremony at Picpus Cemetery in Paris, France; Yorktown Day in Yorktown, Virginia; and an annual meeting of the Society at a place associated with Lafayette. (c) To foster and promote the traditional friendship between the United States and France of which General Lafayette is a symbol. (d) To promote historical research with respect to the life and times 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 other individuals, the materials owned by the Society and its Members. (e) 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 works pertaining to the life and legacy of General Lafayette. (f) To establish and to encourage the establishment of scholarships to universities, colleges, and schools, and courses of lectures for research and study of the matters referred to in subsection (d) above and to give and grant prizes and awards for such research and for meritorious historical, literary, and other work devoted to such matters. 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 15 Members. Board Members shall be elected at the Annual Business Meeting by the Members of the Society to serve staggered three-year terms and shall serve until their successors have been elected. Section 2. A meeting of the Board of Governors shall be held within five days following the Annual Business Meeting of the Society for the nomination and election of officers for the ensuing year and for such other business as may arise. A second meeting shall be held in January. Additional meetings of the Board of Governors of the Society may be called at the direction of the President or upon the written request of any three Members of the Board of Governors. All such meetings shall be held upon thirty days’ notice to be given by the Secretary by mail, email, 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 eight Members. Emergency meetings may be called by the President, the Executive Director (defined in Article VI, Section 9), or any three members of the Board of Governors with five days’ notice of time and place. All votes taken at Board of Governors meetings will be decided by a majority of those present, either in person or virtually. Section 3. Between meetings of the Board of Governors, and subject to its ratification, all powers shall be exercised by an Executive Committee thereof, to consist of the President, Vice Presidents, Treasurer, and Secretary. Section 4. Any vacancy upon the Board of Governors occurring more than twenty days prior to an Annual Business 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 by the Members of the Society at the next Annual Business Meeting of the Society. Vacancies occurring within twenty days of the Annual Business Meeting 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 Business Meeting. 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 the Board of Governors to be voted on by the Members at the Annual Meeting. Any member of the Society may nominate additional candidates for such office prior to such Meeting or from the floor at the Annual Business Meeting. Section 2. The President may at any time, or from time to time, and, with the approval of the Board of Governors, 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 Individual, Family, Student, Corporate, Individual Life, Family Life, Benefactor, and Honorary Members. Membership may be held by individuals or by corporations, associations, or other entities. Section 2. The annual dues for Members shall be payable on the anniversary of the Member’s admission. Honorary and Life Members shall be exempt from the payment of annual dues but shall otherwise be entitled to all rights and privileges of active Members. Any active Member who shall have failed to pay dues for a period of sixty days from the anniversary date may be dropped from the list of Members. 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 from 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 or Members involved in special projects and with the prior approval of the President or 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 President shall discharge such duties and represent the Society, both honorary and substantive, as the Board of Governors may assign from time to time. The President shall preside at meetings of the Governors. The President and all officers of the Society shall be elected by the majority of the Governors then in office and shall continue to hold such office until the next election of officers following the Annual Business Meeting of the Society or until such person’s death, resignation or removal from office. Section 5. The President shall be the chief executive officer of the Society and shall have the general operation and charge of the affairs of the Society. Section 6. Any Vice Presidents, if elected, in the order of priority designated by the Board of Governors, may assume the duties of the President and discharge such other duties as may be assigned from time to time by the Board of Governors or the President. Section 7. The Treasurer shall: (a) be the custodian of all funds of the Society, depositing such funds in banks designated by the Board of Governors; (b) disburse funds as prescribed by the President or the Board of Governors; (c) keep an accurate account of all income and expenditures, and provide written reports to the Board at least quarterly, and when called upon to do so; (d) create an annual budget to be presented at the Annual Business Meeting; (e) maintain responsibility for the annual filing of the required income tax return and any other filings required of the organization; and (f) provide access to accounts and reports to be audited by an audit committee of the Society on a frequent and periodic basis. Section 8. The Secretary shall: (a) keep records of the minutes of all Board of Governors meetings; (b) be custodian of the corporate seal, if any; and (c) sign and attest, where required, all corporate papers in conjunction with the President and/or other officers of the Society. In the absence of the Secretary, the Board of Governors shall appoint one of its members as secretary pro tempore. Section 9. In order to assist the President in carrying out the duties of the office, the President may nominate another officer or at-large member of the Board of Governors to serve as “Executive Director.” If the Board of Governors approves the nominee, the President may delegate to the Executive Director such duties and authority as the President deems appropriate and the Board approves. Section 10. 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, or Executive Director and Treasurer. Article VII. Meetings. Section 1. The Annual Business 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 Secretary by mail, email, or otherwise, which specify the time and place. Section 2. Special meetings of the Members 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 thirty other Members of the Society, upon fifteen 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 Members of the Society, each Member shall be entitled to vote in person, or through video or audio conferencing means used for such meetings, or by proxy appointed by an instrument in writing subscribed by said Member. All votes taken at meetings of the membership will be decided by a majority of the Members present voting in person, or deemed present through video or audio conferencing means, or by proxy. A quorum shall be the total of those members who are present at the meeting or deemed present. Article VIII. Amendments. Section 1. The Bylaws of the Society may be amended at any Annual Business Meeting of the Society, or at any Special Meeting of the Members 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 deemed present through video or audio conferencing means, or by proxy. Article IX. Indemnification of Officers, et.al. Section 1. This Society hereby agrees to the indemnification of (a) governing board members, officers, employees, and other agents of this Society and (b) persons who serve at the request of this Society as directors, officers, employees, or other agents of another organization in which this Society has an interest. Section 2. Indemnification of any persons referred to in Article IX, Section 1(b) of these Bylaws may be provided by the Society to the extent authorized by the governing board. Indemnification of the governing board members, officers, and employees of this Society and those persons referred to in Article IX, Section 1(b) of these Bylaws may include payment by the Society of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he or she shall be adjudicated to be not entitled to indemnification under this section. Any such indemnification may be provided although the person to be indemnified is no longer an officer, governing board member, employee, or agent of the Society or of such other organization. No indemnification shall be provided for any person with respect to any matter as to which he or she shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that their action was in the best interests of the Society. Article X. Conflict of Interest Section 1. Subject to the Articles of Organization and any applicable law, the governing board shall adopt a conflict of interest policy covering the corporation’s governors, officers, and such staff as may be specified in the policy. No contract or transaction between the corporation and one or more of its governors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of its governing board members or officers are directors or officers, or have a financial or other interest, shall be void or voidable solely for this reason, or solely because such governor or officer is present at or participates in the meeting of the Board of Governors or committee thereof which authorized the contract or transaction, or solely because their votes are counted for such purpose, nor shall any governing board member or officer be under any liability to the corporation on account of any such contract or transaction if: (a) the material facts as to their relationship or interest as to the contract or transaction are disclosed or are known to the Board of Governors or the committee, and the board or committee authorized the contract or transaction by the affirmative votes of a majority of the disinterested governing board members, even though the disinterested members be less than a quorum; or (b) the contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the Board of Governors, a committee of the board, or otherwise by the corporation. Article XI. Non-inurement No part of the net earnings of the organization shall inure to the benefit of any member, trustee, director, officer of the organization, or any private individual (except that reasonable compensation may be paid for services rendered to or for the organization), and no member, trustee, officer of the organization or any private individual shall be entitled to share in the distribution of any of the assets on dissolution of the organization. Article XII. Restrictive Legislation No substantial part of the activities of the organization shall be carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by section 501(h) of the Internal Revenue Code), as amended, nor shall the organization participate in, or intervene (including the publication or distribution of statements), in any political campaign on behalf of or in opposition to any candidate for public office. Article XIII. Restrictive Purposes and Activities Notwithstanding any other provision of these articles, the corporation is organized exclusively for one or more of the following purposes: religious, charitable, scientific, testing for public safety, literary, or educational purposes, or to foster national or international amateur sports competition (but only if no part of its activities involve the provision of athletic facilities or equipment), or for the prevention of cruelty to children or animals, as specified in section 501(c)(3) of the Internal Revenue Code of 1986, and shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under section 501(c)(3) or corresponding provisions of any subsequent Federal tax laws. Article XIV. Dissolution 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.
Bylaws of the American Friends of Lafayette, last amended, June 1, 2024. |