ARTICLE I - NAME
         
The organization shall be known as the ALLIANCE FRANÇAISE de
WILMINGTON ("Alliance Française").
         

                            ARTICLE II - PURPOSES          

The purposes of the Alliance Française shall include:
         
(i) promoting and encouraging the diffusion of French language,
culture and civilization;
         
(ii) acting as a resource for information in Delaware for members
and other organizations interested in French language, culture
and civilization; and
         
(iii) fostering of Franco-American relations.
         
The purposes of the Alliance Française are limited to charitable
and educational purposes within the meaning of Section 501(c)(3)
of the Internal Revenue Code of 1954. The organization shall not
discriminate based on race, color, gender, religion, or national
origin.
         
         
                        ARTICLE III - MEMBERSHIP
         

Section 1. - Classes of Membership
         
The members of the Alliance Française shall consist of the
following:
         
         A. Active Members
         
         Active Members are those who are interested in
         and support the purposes of the Alliance
         Française as described in Article II in these
         Bylaws and pay the established dues. Dues shall
         be set by the Board of Directors for active,
         teacher, student and life member categories, and
         may be modified from time to time at the
         discretion of the Board of Directors.

         B. Honorary Members
         
         Honorary members are those persons on whom the
         Board of Directors has conferred the title of
         Honorary Member in recognition of the
         significant contributions such persons have made
         to the purposes of the Alliance Française.
         

Section 2. - Privileges of Membership
         
Members shall have the rights, privileges and obligations
pertaining to membership as decided by the Board of Directors
from time to time.
         
An Active Member may lose his/her privileges of membership by:    
    
         (i) resignation, or
         
         (ii)  failure to pay dues for more than six months
               after a second dues notice has been sent to the
               Active Member, or
         
         (iii) upon the determination by the Board of Directors
               that the Active Member has discredited or
               publicly demeaned the reputation of the Alliance
               Française.
         
         
             ARTICLE IV - BOARD OF DIRECTORS
         

Section 1. - Membership of Board of Directors
         
The voting members of the Board of Directors shall consist of
nine persons, including four officers and five members-at-large.
The immediate past President shall be entitled to serve as a
non-voting member of the Board of Directors for a maximum of two
years.
         

Section 2. - Election of Directors
         
The directors shall be elected by a majority vote of the members
present at the Annual Meeting from a slate submitted by the
Nominating Committee, or from persons otherwise nominated
pursuant to Article IX, Section 1.

The at-large members of the board shall be elected to serve for a
two-year term and may be re-elected. 


Section 3. - Duties of Board of Directors
         
The Board of Directors has the duty of establishing the policies
and programs of the Alliance Française, consistent with the
purposes of the Alliance Française as stated in Article II in
these Bylaws.
         
The Board of Directors shall appoint each year a member of the
Alliance Française to represent the Alliance Française before the
Federation of French Alliances in the United States.

         
Section 4. - Meetings of the Board of Directors
         
The President shall call, and preside over, the meetings of the   
Board of Directors. The Board of Directors shall hold at least
one meeting in each quarter of the year. Additional meetings may
be called by the President or by three members of the Board of
Directors.
         
Five voting members of the Board of Directors shall constitute a
quorum and the vote of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the
Board of Directors.
         

Section 5. - Vacancy on the Board of Directors
         
A vacancy on the Board of Directors shall be filled by the Board
of Directors.
         
         
             ARTICLE V - OFFICERS
         

Section 1. - Officers' Positions and Duties
         
The officers of the Alliance Française shall be: President,    
Vice-President, Secretary, and Treasurer. The officers shall be
members of the Board of Directors. The powers and duties of the
individual officers shall be as follows:
         
         A. President
         
         The President shall be the executive officer of
         the Alliance Française, shall preside at
         meetings of the Board of Directors and any
         Annual or Special Meetings of the membership,
         and shall be a member ex-officio of all
         committees except the Nominating Committee.
         
         B. Vice-President
         
         The Vice-President shall assist the President
         and shall assume the duties of the President in
         his/her absence.
         
         C. Secretary
         
         The Secretary shall keep minutes of all meetings
         of the Board of Directors and any Annual or
         Special Meetings of the membership, and shall
         have general charge of the records of the
         Alliance Française, including maintenance of an
         up-to-date list of the names and addresses of
         all members.
         
         D. Treasurer
         
         The Treasurer shall be the custodian of all
         funds of the Alliance Française (except for
         funds separately administered by a committee
         appointed by the Board of Directors) and shall
         collect all dues and receive all monies. The
         Treasurer shall make payments in accordance with
         the budget. Major expenses (over $100) shall be 
         incurred and paid only upon approval of the Board.
         
         The Treasurer shall keep full and accurate accounts
         and shall present financial statements to the Board 
         of Directors on an annual basis and at any other time
         requested by the Board of Directors.
         

Section 2. - Election of Officers

The officers of the Alliance Française shall be elected by a
majority vote of the members present at the Annual Meeting from a
slate submitted by the Nominating Committee, or from persons
otherwise nominated pursuant to Article IX, Section 1.

Officers shall be elected to serve for a two-year term and may be
re-elected.
         

Section 3. - Vacancy in an Officer's Position
         
A vacancy in an officer's position shall be filled by the Board
of Directors.
         

             ARTICLE VI - COMMITTEES
         

The Alliance Française shall have the committees listed below:
         
Section 1. - Nominating Committee
         
         A. Membership of the Nominating Committee
         
         The members of the Nominating Committee shall be
         selected by the Board of Directors. The
         Nominating Committee shall consist of at least
         three persons representing diverse interests in
         the Alliance Française. No member of the
         Nominating Committee may be a nominee for an
         officer's or director's position.
         
         B. Nomination of Directors and Officers
         
         Directors and officers nominated by the
         Nominating Committee shall be active Alliance
         Française members, and broadly representative of
         the interests of the members of the Alliance
         Française. A written list of nominees for the
         Board of Directors' and officers' positions
         shall be approved by the Nominating Committee
         and included with the Notice of the Annual
         Meeting, to be mailed to members of the Alliance
         Française not fewer than twenty days before the
         Annual Meeting. (As to additional nominations,
         see Article IX, Section 1.)
         
         
Section 2. - Other Committees
         
         The President, subject to the approval of the Board of
         Directors, may appoint other committees as needed. The
         chair of each committee shall be responsible for
         apprising the President on a regular basis of the
	 activities of the committee .
         


              ARTICLE VII - BOARD OF ADVISORS
         

The Board of Directors may appoint a Board of Advisors to render
advice as to matters requested, and to perform such other
functions as assigned by the Board of Directors.
         
         
                    ARTICLE VIII - FINANCE
         

Contributions, donations, gifts, grants, dues and other monies
may be received for purposes consistent with these Bylaws,
including the purposes of the Alliance Française as stated in
Article II of these Bylaws.
         

           ARTICLE IX - MEETINGS OF THE MEMBERSHIP
         

Section 1. - Annual Meetings
         
The Annual Meeting of the Alliance Française shall take place in
the Spring of each year at such place and time as designated by
the Board of Directors.
         
Written notice of the place and time of the Annual Meeting shall
be mailed to each member not fewer than twenty days before the
meeting. A list of nominees for directors' and officers'
positions, submitted by the Nominating Committee, shall be
included with the notice for the Annual Meeting.
         
At the Annual Meeting, a slate of officers and a slate of two
directors in even years and three directors in odd years shall be
presented. Additional nominations for directors and/or officers,
provided the approval of the nominee has been secured, may be
submitted if filed in writing with the Secretary within ten days
before the Annual Meeting. In this event, a written ballot shall
be prepared.
         
         
Section 2. - Special Meetinqs

A Special Meeting of the Alliance Française may be called by the
President or by a majority of all current voting members of the
Board of Directors.
         
The President shall call a Special Meeting upon request of one-
quarter of the members of the Alliance Française.
         
Written notice of the place and time of the Special Meeting
shall be mailed to each member not fewer than ten days before
the meeting.
         

Section 3. - Voting
         
Members eligible to vote shall be those as defined in Article III
of these Bylaws. A quorum shall be those members present at a
meeting and the vote of a majority of the members present at a
meeting shall constitute the act of the membership.
         

                   ARTICLE X - AMENDMENTS
         

These Bylaws may be amended at any meeting of the membership of
the Alliance Française by a vote of three-quarters of the members
present, provided that written notice and a copy of the proposed
amendment(s) to these Bylaws have been mailed to each member,
setting forth the designated place and time of the meeting, at
least ten days before the meeting.
         

            ARTICLE XI - PARLIAMENTARY AUTHORITY
         

Robert's Rules of Order, Newly Revised, shall be the
parliamentary authority for all matters of procedure not
specifically covered by these Bylaws.
         



   ARTICLE XII - INDEMNIFICATION OF OFFICERS AND DIRECTORS

         
The Alliance Française shall indemnify any director or officer to
the full extent provided in Delaware Code, Title 8, Section 145.
         
         

                  ARTICLE XIII - DISSOLUTION
         

In the event of dissolution or termination, the remaining assets
of the Alliance Française shall be distributed exclusively for
charitable, educational or other tax exempt purposes specified in
Section 501(c)(3) of the Internal Revenue Code of 1954.
         



Adopted May 25, 1991
Revised May 14, 1998         
         



Last Updated: Tuesday, May 26, 1998