ARTICLE I - NAME AND PURPOSE
Section 1. The name of this non-profit organization shall be the Institut de La Causerie Française.
Section 2. The purpose of this organization shall be the study of languages -- including but not limited to French, Spanish, and Italian -- and the stimulation and cultivation of interest in the related cultures.
Section 3. The Institut de La Causerie Française is organized exclusively for charitable, educational and literary purposes; including for such purposes, the making of distributions to organizations that qualify as exempt organizations as described in section 501(c)(3) and exempt under section 501(a) of the Internal Revenue Code of 1954.
Section 4. No part of the activities of the Institut shall be the carrying on of propaganda or otherwise attempting to influence legislation. Also, the Institut will not participate in or intervene in any political campaign on behalf of or in opposition to any candidate for public office, nor will the Institut engage in the publication or distribution of such materials for or against any such candidate.
Section 5. Further, the Institut will not participate in or carry on any activities not permitted for an organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code (or the corresponding provisions of any future United States Internal Revenue Law).
ARTICLE II - MOTTO AND EMBLEM
Section 1. The motto shall be "de jour en jour, en tout occasion je parlerai français de mieux en mieux."
Section 2. The emblem shall be la fleur-de-lis.
Section 3. The color shall be bleu français.
ARTICLE III - MEMBERSHIP AND DUES
Section 1. Any person who is interested in the purpose of this organization shall be eligible for membership. There shall be two grades of membership; namely active members and associate members.
Section 2. Active members shall be eligible to participate in all activities of the Institut. Dues for active members, sufficient to cover the estimated annual expenses of this organization, shall be set by the Executive Board.
Section 3. Associate members shall have all privileges of the organization except those of voting, holding office, and participating in classes. Dues for associate membership shall be determined by the Executive Board.
Section 4. No part of the net earnings of the Institut shall inure to the benefit of or be distributed to its members, officers, executives, or other private persons, except that the Institut is authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in the furtherance of the purposes set forth in Article I above.
ARTICLE IV - OFFICERS AND THEIR ELECTION
Section 1. The officers of this organization shall be President, a First Vice President, a Second Vice President, a Secretary, an Assistant Secretary, a Treasurer, and an Assistant Treasurer.
Section 2. All officers shall be elected to serve for a term of one year and shall be elected at the Annual Business Meeting and shall take office on June 1.
Section 3. The officers shall be nominated by a committee of five, the members and chairman of which shall be appointed by the Board. Names of those nominated shall be posted for two weeks previous to the election and shall be voted on at the Annual Business Meeting. Other nominations may be made from the floor.
Section 4. A member not present at the Annual Business Meeting is not eligible for nomination or election to office unless a willingness to serve has been previously expressed.
Section 5. No member may be elected to the same office in this organization for more than two consecutive years not including partial years, however, a member may be elected to another office or to that same office at some later election.
Section 6. If a quorum is not present at the Annual Business Meeting, the new slate of officers shall be automatically elected.
ARTICLE V - EXECUTIVE BOARD
Section 1. The officers of this organization shall constitute the Executive Board, herein referred to as the Board.
Section 2. The Board shall have general supervision of the affairs of this organization between Business Meetings, fix the hour and place of meetings, and perform such other duties as are specified in the by-laws.
Section 3. Vacancies occurring during the year between elections shall be filled by appointment of the Board.
Section 4. Five members of the Board shall constitute a quorum for the transaction of business. The Board may do business by email so long as a quorum has participated. The Secretary shall document transactions conducted electronically and shall include them in the Board Minutes to be approved at the next meeting.
Section 5. The Board may hire employees to assist in carrying out the duties of the Board, including an Assistant to the Board. The Assistant to the Board may be directed by the Board or assigned officers to manage the enrollment process; track the database for all pertinent member enrollment information; oversee the calendar; set up the classrooms; oversee the equipment for programs; circulate information about the programs to the membership; and perform such other duties as directed by the Board.
ARTICLE VI - DUTIES OF OFFICERS
Section 1. The President shall preside at all meetings of the organization and of the Board.
Section 2. The Vice-Presidents shall, in the absence of the President, exercise the duties of the President.
Section 3. The Secretary shall record the minutes of all Business Meetings and handle all correspondence.
Section 4. The Assistant Secretary shall assist the Secretary, and in the absence of the Secretary shall perform the duties of the office.
Section 5. The Treasurer shall receive all membership dues and all other moneys payable to the organization such as contributions, donations, receipts from sale of books, beverages, etc., and shall pay teachers' salaries, luncheon charges and all other authorized bills of the organization and shall issue notices of delinquent dues. The Treasurer shall also render a complete financial statement at each Business Meeting of the membership.
Section 6. The Assistant Treasurer shall assist the Treasurer, and in the absence of the Treasurer perform the duties of that office.
Section 7. The President with the approval of the Board may assign and reassign officer duties, including but not limited to the following:
supervising the Assistant to the Board in the enrollment process and maintaining the database of all pertinent member enrollment information;
planning and arranging of social and hospitality functions of the organization;
planning and arranging of cultural programs by foreign language speakers or presenters;
assisting teachers and members in locating copies of their textbooks for purchase;
planning and arranging a summer cultural/social event;
managing publicity , including a monthly newsletter;
and any other duties consistent with and in furtherance of the purposes of the Institut.
One or more committees may be established by the Board to carry out these duties, as necessary.
ARTICLE VII - MEETINGS
Section 1. There shall be three types of meetings of the Institut: namely, Business Meetings, Social Meetings, and Class Meetings.
Section 2. There shall be at least two Business Meetings of this organization each year and these shall be held on the third Friday in October and on the last Friday in April, unless ordered otherwise by the Board.
Section 3. The meeting held on the third Friday in October shall be known as the Fall Business Meeting, and shall be held primarily for the purpose of receiving officer reports and for any other business that may arise.
Section 4. The meeting held on the last Friday in April shall be known as the Annual Business Meeting and shall be for the purpose of electing officers, receiving reports of officers , and for any other business that may arise.
Section 5. Other Business meetings may be called by the Board at any time during the year, previous notice having been given, including the purpose of the meeting.
Section 6. Eleven active members shall constitute a quorum. Proposals shall be approved by a majority of members present at the meeting, unless otherwise provided in these by-laws.
Section 7. Class meetings shall be held 25-35 weeks per year on Fridays, the calendar of which shall be set by the Board, and published no later than August 1 for the following year.
Section 8. There shall be two Social meetings each year. The first shall be in December, and shall be called the Holiday Fête. The second shall be called the Spring Fête. Other social meetings may be scheduled by the Board for special purposes.
ARTICLE VIII - CONDUCT OF MEETINGS
The rules contained in Robert's Rules of Order, Revised shall govern this organization in all cases to which they are applicable and in which they are not inconsistent with these by-laws.
ARTICLE IX - DISTRIBUTION OF ASSETS
In the unlikely event that the Institut should be dissolved, the Board shall, after making provision for the payment of all liabilities of the Institut, dispose of any remaining assets of the Institut in a manner congruent with the purposes of the Institut described in Article I above, or to such organization operated exclusively for charitable, educational, religious, scientific or any other purposes as shall at the time qualify as an exempt organization under section 501 (c) (3) of the Internal Revenue Code then in force. Any such assets not disposed of in such a manner by the Board shall then be turned over to the Federal District Court having jurisdiction in Johnson County, Kansas, for disposal.
ARTICLE X - AMENDMENTS TO BY-LAWS
By-laws may be amended at any regular Business Meeting of the organization by a two-thirds vote of members present at the meeting, provided the amendments have been approved by the Board.