The American Club of Lille STATUTES

Article I – Name

An Association of members bound by these Statutes and governed by the Law of 1 July 1901 and the Decree of August 16, 1901, entitled: The American Club of Lille (“ACL”)

Article II – Purpose

The purpose of The American Club of Lille (the “Association”) is to support American culture in the region of “Nord Pas de Calais”.

Article III – Headquarters

The Headquarters of the Association is set at 59000 Lille, 72-74 Rue Royale. It may be transferred by decision of the Board with ratification of the membership at the next Annual General Meeting.

Article IV – Admission

To join the Association, applicants must meet criteria set forth in the Rules and Regulations. Applications must be submitted to the Board and are subject to their review and acceptance.

Article V – Members

The Association consists of:
a) Regular Members
b) Honorary Members

Article VI – Fees

Regular Members of the Association pay an annual membership fee, reviewed yearly by the Board. Changes are presented for approval at the Annual General Meeting.
Honorary members of the Association are exempt from membership fees.

Article VII – Loss of Membership

With the approval of the Board, membership in the Association is forfeited by:
a) non-payment of annual membership fee
b) actions in direct conflict of the interests, purpose and vision of the Association.
c) resignation

Article VIII – Resources

The resources of the Association include:
1) membership fees
2) entrance fees and contributions;
3) state subsidies, departments and municipalities;
4) donations

Article IX – Board

The Association will be headed by a board of at least 4 members, elected for one year by the membership of the Association at the Annual General Meeting. The 4 elected positions will be composed of:
1) President,
2) Vice-president,
3) Secretary,
4) Treasurer,
The Board may also include Committee Chairpersons (maximum of 5). These positions may be elected or may be appointed by the Board.
In case of vacancy, the board will select a temporary replacement for the position vacated.

Article X – Board Meetings

The Board meets at least once every three months, convened by the President, or at the request of a quarter of its members. A quorum of Board Members must be established to ratify any decisions made at the Board Meetings. Decisions are reached by majority vote. In case of a tie, the vote of the President is decisive. Any Board Member who fails to attend two consecutive meetings, without proper excuse, may be deemed to have resigned.

Article XI – Annual General Meeting

The Annual General Meeting (AGM) will be held once a year. Members of the Association will be notified by the Secretary thirty (30) days before the AGM. The agenda will be presented on the notification. The President, assisted by the Board, chairs the meeting and will report on the status of the Association. The Treasurer will present a Treasurer’s report and submit a written summary for the memberships’ approval. After all reports have been presented, the election of the Board will be conducted. Only Regular Members may participate in the deliberations and voting. Only questions submitted to the Board in advance will be addressed.

Article XII – Special General Meeting

If necessary, or at the request of half plus one of Regular Members, the President may convene an Special General Meeting (SGM), according to the formalities required by Article XI.

Article XIII – Rules and Regulations

The Rules and Regulations are intended to provide guidelines not covered by the statutes, including those relating to the internal administration of the Association. The Rules and Regulations (R&R) of procedure are written, modified and approved by the Board and are ratified by the Membership at the AGM.

Article XIV – Amendments

The Statutes will be reviewed annually and may be amended if deemed necessary by the Board, with ratification of the Regular Members at the AGM.

Article XV – Dissolution

In the event that it becomes necessary to dissolve the Association, an Special General Meeting shall be convened in accordance with formalities required by Article XI. At least fifty one percent (51%) of Regular Members should be present at the meeting, and two-thirds of those present must vote in favour of dissolution. Voting by proxy is not allowed. The Regular Members present must nominate one or more liquidators to conclude the affairs of the Association in accordance with Article 9 of the Act of 1 July 1901 and the Decree of 16 August 1901.

Signature of at least two officers:
Julie Pattou, President
Vincent Larregle, Treasurer

(Statutes deposited in the Prefecture of Nord Pas-de-Calais on November 4, 1991 under the case number 5 15971, amended 4 July 2008)