Bylaws Of The Foreign Language Initiative, Inc.

ARTICLE I.  NAME AND PURPOSE

Section A.  Name.   The name of the organization shall be the Foreign Language Initiative, Inc. hereinafter referred to as “The FLI”.

Section B.  Purpose . The Corporation is organized exclusively for charitable, scientific and educational purposes and shall:

a.              further the cause of diversity by giving any interested individual an opportunity to acquire a world language for free                

b.              coordinate contacts & liaisons between native speakers (councilors) of specific languages and anyone interested in learning said languages with the objective of organizing language classes that will be offered according to a regular schedule for free

c.               raise awareness of the importance of learning a foreign language at all levels: social & linguistic, cultural & historical

d.               inform all members of current events in parts of the world where the target language is spoken

e.               encourage interaction between the diverse groups in the area through cultural activities and help form positive attitudes toward languages and cultures

f.                maintain unity between all the language contingents in the spirit of cooperation & collaboration

g.               expand minds, foster meaningful friendships & enrich lives

h.               create peaceful communities in its efforts to eliminate ethnocentrism, prejudice and racism

ARTICLE II.  CORPORATE SEAL

Section A.  Name.   The corporation shall have a seal.

ARTICLE III.  MEMBERSHIP

Section A. Members. The members of the organization shall consist of three classes entitled “Voting Membership”. The three classes are Administrators (Ambassador & Emissaries), Instructors (Councilors), and Students (Envoys).

Section B. Rights and Obligations. The outgoing Ambassador shall appoint the new ambassador. The incoming Ambassador shall appoint the Board of Directors. The members of The FLI, as such, shall have no right, title to or interest in the property, funds or assets of the organization, and shall not be personally liable for the debts, liabilities or obligations of The FLI. If determined by resolution of the Board of Directors, dues or assessments may be levied upon, or imposed, as a condition of membership in The FLI.

Section C. Annual Meeting . An annual meeting of the members of The FLI shall be held each calendar year, at such time and place as the Board of Directors may designate, for the purpose of electing Directors and members of the Nominating Committee and for the purpose of transacting such other business as may properly come before the meeting; provided, however, that no other business with respect to which special notice is required by law or these Bylaws shall be transacted unless such notice shall have been given.

Section D. Notice of Monthly Meetings . Written notice of each meeting of the members, stating the time and place, and in the case of a special meeting, the purpose, shall be delivered or mailed not less than fourteen (14) days prior to the meeting of the members at their last addresses according to the available records of The FLI. No business shall be transacted at a special meeting except that which has been specified in the agenda of the meeting.

Section E. Quorum . At each meeting of the members of The FLI, the presence in person of at least twenty-five (25) percent of the members shall be necessary to constitute a quorum for the transaction of business. In the absence of such a quorum, any meeting may be adjourned from time to time by a majority of the members present at the meeting.

Section F. Voting . Proposals shall be passed by a simple majority of those present and voting.

ARTICLE IV.  GOVERNANCE

Section A. Board of Directors.   A Board of Directors, whose members shall all be unpaid volunteers, shall govern the affairs of The FLI. No member of the Board of Directors shall receive compensation or personal gain from The FLI for any service he/she performs in his or her role as a member of the Board. Members of the Board may be reimbursed for actual expenses reasonably incurred in attending meetings and in rendering service to The FLI in the administration of its affairs.

The number of members on the Board of Directors shall be not less than three (3) or more than five (5) individuals. Board members must be eighteen (18) years of age or older.

2.   Any member of the Board may be removed from office with cause by affirmative vote of two-thirds majority of the entire Board of Directors at any special meeting of directors specifically called for the purpose of considering the removal of the named member.

3.  The term of the members shall be for one (1) year with no member serving more than two consecutive terms.

4. The Board shall meet monthly in regular session and at such other times as may be deemed necessary by the Ambassador or upon written request from a majority of the Board.

5. A quorum of the Board shall be a majority of the current members.

6. Vacancies that occur on the Board, or among the Officers, may be filled by the Board for the remainder of the unexpired term.

7. Members of the Board who miss, without prior notification, three consecutive meetings of the Board may be removed at the discretion of the Ambassador at any regular meeting.

The Officers of the Board shall be the only individuals authorized to represent The FLI in the issuance of official positions, or contractual obligations, unless such authorization is delegated by the Officers.

ARTICLE V.  OFFICERS

Section A.  General.   The officers of this organization shall be one Ambassador, and any combination of Emissaries & Councilors.     

Section B.  Duties of The FLI Ambassador.
                     a.  oversee the entire organization of The FLI ensuring that it operates

                          according to its stated objectives

Section D. Duties of the Councilor.

instruct a foreign language according to the methods prescribed by the FLI and agreed upon by the Ambassador, Emissaries &Councilors.

ARTICLE VI.  COMMITTEES

Section A. General.   The Board of Directors may establish one or more committees as needed.
Section B. Appointment of Members . The Board of Directors shall appoint members of all committees.
Section C. Dissolution of Committees. The Board may dissolve any committee at any time, as deemed necessary.

ARTICLE VII.  FISCAL YEAR

Section A.  Fiscal Year.  The fiscal year of The FLI shall be January 1 to December 31.

ARTICLE VIII.  CONFLICTS OF INTEREST

Section A.  Conflicts of Interest.   From time to time, certain discussions and decisions of the Board may create potential or actual conflicts of interest for one or more members of the Board. The affected member, prior to the discussion or consideration of those issues, should disclose such potential or actual conflicts of interest, and the affected member should excuse himself/herself from further participation in the Board's activities regarding the issue. All members of the Board at the time of their election to the Board, shall be required to sign a resolution relating to the identification and handling of conflicts of interests.

ARTICLE IX.  INDEMNIFICATION

Section A.  Indemnification .   To the full extent permitted by the Minnesota Nonprofit Corporation Act, as amended from time to time, or by other provisions of law, each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, wherever and by whomsoever brought (including any such proceeding, by or in the right of the corporation), whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of the corporation, or he or she is or was serving at the specific request of the Board of Directors of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the corporation by the affirmative vote of a majority of the directors present at a duly held meeting of the Board of Directors for which notice stating such purpose has been given against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding; provided, however, that the indemnification with respect to a person who is or was serving as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall apply only to the extent such person is not indemnified by such other corporation, partnership, joint venture, trust or other enterprise. The indemnification provided by this Article shall inure to the benefit of the heirs, executors and administrators of such person and shall apply whether or not the claim against such person arises out of the matters occurring before the adoption of this provision of the Bylaws.

ARTICLE X.  DISSOLUTION

Section A.  Dissolution .   The FLI shall use its funds only to accomplish the objectives and purposes specified in this Bylaws and no part of said funds shall inure, or be distributed, to members of the Board.

Upon the dissolution of The FLI and after payment, or provision is made for the payment, of all liabilities and debts of The FLI, the assets of The FLI shall be distributed to such organizations whose missions are consistent with those of The FLI and that are organized and operated exclusively for public, charitable, scientific, literary or educational purposes, which purpose then qualifies them for exemption from federal income tax and other provisions of Section 501 (c)(3) of the Internal Revenue Code, as amended, and is then qualified to them for deductions under Section 170 (c), Section 2055 (a)(2), Section 2522 and Section 2106 (a)(2) of the Internal Revenue Code, as amended. Provisions of such grants or contracts will govern distribution of funds provided to the Network by foundations and/or governmental agencies.

ARTICLE XI.  AMENDMENTS

Section A. Amendments.   These Bylaws may be amended by a two-thirds (2/3) vote of the members of the Board. Members must be given at least fourteen (14) days notice of a special, regular or monthly meeting of the Board at which an alteration, amendment or repeal of the Bylaws will be considered. Such notice shall be accompanied by a draft of the proposed change to the Bylaws; provided, however, that the Board shall have full power and authority to adopt different language than contained in such draft in altering, amending or repealing the Bylaws.

These Bylaws were approved at a meeting of The FLI, Inc., held on the _______________day of _______________________, of 2005. ___________________________________  Ambassador