INTERNAL BYLAW
THE ASSOCIATION FRANCAISE DE NIGERIA
This document cancels and replaces the 21st June 2010 internal Bylaw and any previous internal
Bylaw. It has been adopted by vote in General Assembly on January 14 th 2017.
PREAMBLE
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1. AFN IS THE CORPORATE BODY OF THE LYCÉE FRANÇAIS LOUIS PASTEUR, LAGOS
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2. MEMBERS OF A.F.N
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3. TRUSTEES
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4. MEETINGS
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5. COMMITTEE (COMPOSITION-END OF OFFICE)
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6. COMMITTEE (OPERATIONS)
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7. COMMITTEE (DUTIES/RESPONSIBILITIES - RESOLUTIONS)
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8. AMENDMENT OF THE BY-LAW
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Having regards to the Constitution of the Association Francaise de Nigeria, below AFN or the
Association, first registered at Governor General of Lagos State 25 October 1960, as presently
amended,
Having regards to the Convention (and appendix) between Agency for French Education Abroad
(AEFE) and the Association Francaise de Nigeria (orAFN or the Association), corporate body of the
Lycée Français Louis Pasteur (or LFLP or LFLP-Lagos), signed the 8 July 2002, as presently
amended.
PREAMBLE
We, the members of the Association Francaise de Nigeria, a non-profit and non-political
organization, do firmly and solemnly resolve to provide for ourselves a Bylaw and to be governed by
the provisions therein contained.
1. AFN IS THE CORPORATE BODY OF THE LYCÉE FRANÇAIS LOUIS PASTEUR, LAGOS
The object of the non-profit making Association shall be to provide French educational facilities to
children in Nigeria, open for all public: French, Nigerian and all other nationalities.
The Association is the corporate body of the Lycée Français Louis Pasteur in Lagos, Nigeria.
The Association runs the school with the following objectives:
(1) Promoting French culture and education according to the French Code of Education,
following the French Ministry of Education’s program and in the spirit of the bilateral treaty
between France and Nigeria on culture and education,
(2) Delivering official grades and diplomas: the Lycée Français Louis Pasteur is mentioned on
the list of overseas educational institutions published annually on the Official Bulletin of the
French National Education and can deliver French officials grades and diplomas,
(3) organising charitable events to fund study grants for students in need. The benefits of
charitable events will go to a solidarity fund and the Association will set-up a commission
for the evaluation of grants requests.
2. MEMBERS OF A.F.N
The Association shall have the following classes of members (natural persons), the liabilities, rights,
privileges and duties of each class defined as follow:
A. Honorary members
Definition: Those persons, French nationals or other nationalities, who, in the opinion of the
Association, give extra beneficial services to the Association as may be proposed by the Committee.
The number of honorary members cannot exceed five percent (5%) of the total number of
members.
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Liabilities and Duties: Honorary members contribute to the reputation and outreach of the Lycée
Français Louis Pasteur and provide services to the Association in their domain of competence and
influence.
Rights: Honorary members are exempted of compulsory contribution. At General meeting, each
honorary member has one voting power.
Privileges: Honorary members can be invited to participate in the Committee for consulting
opinion.
End of membership: for one of the following reasons
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Exclusion in case of defamation, serious motive or failure to comply with the Association’s
and school’s regulations. The exclusion is pronounced by the simple majority of the
Committee.
Automatic end of membership in case of winding-up or dissolution of the Association, or if
the member ceases to reside in Nigeria.
Resignation of the member.
B. Ordinary members
Definition: Those persons who are French nationals or married to a French national and have one or
more children attending the Lycée Français Louis Pasteur in Lagos, Nigeria.
Liabilities: Members must submit a complete application file, compliant with the policies of
enrolment (and in particular to pay joining fees and tuition fees), to subscribe for the student a
public liability insurance and personal accident insurance.
Duties: Members attend the General meetings of the Association, contribute to the reputation and
outreach of the Lycée Français Louis Pasteur, get involved in the day-to-day life of the school (AFN
Committee, Association of representative parents APEEF, extracurricular activities, and any other
duties as set out for the interests of the Association)
Rights: At General meetings, each family counts for one member and has one voting power,
regardless of number of children attending the school or marital status of the parents.
Privileges: Ordinary members can be invited to the plenary meetings of the Committee for
consulting opinion
End of membership: For one of the following reasons
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Exclusion in case of defamation, serious motive or failure to comply with the Association’s
and school’s regulations. The exclusion is pronounced by the simple majority of the
Committee
Automatic end of membership in case of winding-up or dissolution of the Association, or if
the member cease to have children attending the school or cease to reside in Nigeria.
Resignation of the member.
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C. Associate members
Definition: Those persons who have other nationalities than French and one or more children
attending the Lycée Français Louis Pasteur in Lagos, Nigeria.
Liabilities: Associate members must submit a complete application file compliant with the policies
of enrollment (to pay joining fees and tuition fees), to subscribe for the student a public liability
insurance and personal accident insurance.
Duties: Associate members attend the General meetings of the Association, contribute to the
reputation and outreach of the LFLP, get involved in the day-to-day life of the school (AFN
Committee, Association of representative parents APEEF, extracurricular activities, and any other
duties as set out for the interests of the Association).
Rights: At General meetings, each family counts for one member and has one voting power,
regardless of number of children attending the school or marital status of the parents.
Privileges: Associate members can be invited in plenary meetings of the Committee for consulting
opinion
End of membership: For one of the following reasons:
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Exclusion in case of defamation, serious motive or failure to comply with the Association’s
and school’s regulations. The exclusion is pronounced by the simple majority of the
Committee
Automatic end of membership in case of winding-up or dissolution of the Association, or if
the member ceases to have children attending the school or ceases to reside in Nigeria.
Resignation of the member.
3. TRUSTEES
Regulations regarding the Trustees are settled in the article 7 of the Constitution of AFN.
4. MEETINGS
A. Definition
For effective administration of the association there shall be Annual Ordinary General and ExtraOrdinary General meetings. Decisions taken in General meetings are executed by the Committee.
1. First Academic Ordinary General meeting
By the AFN to deliberate on the following agenda items:
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Presentation and approval of the Annual Moral Report,
Earing of candidates and election of Committee’s Officers and Trustees,
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Any special question from the Committee.
2. Second Academic Ordinary General meeting
By the AFN to deliberate on the following agenda items:
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Presentation and approval of the Annual Financial Report,
Presentation of the provisional budget, including the provisional school and joining fees,
Presentation of the main provisional figures of the school: Number of students, repartition
of students, teachers and classes.
Any special question from the Committee.
3. Extra-Ordinary General meeting
By the AFN to deliberate on the following agenda items:
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Amendment of the Constitution or the Bylaw if the Committee requests for it,
Winding-up or dissolution of the corporate body of the Association,
Transfer of remains (after the satisfaction of debts and liabilities) and property of the
Association to other institutions having similar objects or charitable objects,
Disposal of immovable property of the Association,
Any special question from the Committee, or not less than one third of the members, or the
French Ambassador if the LFLP is blocked by parties (members of the Association,
Committee, direction of the school, trustees…).
B. General meetings operating principles
1. Convocation
A General meeting cannot be called during school holidays.
Convocations to General meetings, including the agenda for the meeting, shall be sent by written or
electronic way to all members of the Association by the Committee not later than 15 days (school
holidays excluded) before the date of the meeting.
An ordinary General Meeting can be called by the President, or any other members of the
Committee if he/she is not available.
An Extraordinary General Meetings can be called by:
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the President of the Committee or at least 4 Committee Officers,
one third (1/3) of members of the Association,
the French Ambassador or his representative if the administration of the Lycée Français
Louis Pasteur is blocked by parties (members of the Association, Committee, direction of the
school, trustees).
The convocations must mention: type of meeting, date, hour and place of the meeting, agenda.
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The documents shall be accessible to all members at the Principal secretary’s office one week
before the meeting.
2. Quorum
The General meeting’s deliberations and elections may be considered valid only with a quorum of
majority of voices of the members, presents or represented.
Otherwise, a second general meeting is immediately convened by the Committee and can validly
deliberate without the aforesaid quorum.
Each member completes the presence list with token in order so that the presence can be counted.
3. Decisions
Each family counts for one member and has one voting power, regardless of number of children
attending the school or marital status of the parents.
Member can give a voting proxy to another member with the limit of two proxies by member.
Proxies must hold the name of the member who is given power to vote.
Votes are handled by show of hands except if one third of the member presents request secret
ballot.
Decisions by show of hands or secret ballot are approved by a simple majority of the members
present.
4. Elections of Committee Officers
a) Submissions of applications
Each member of the Association can candidate to become a Committee Officer provided he
does not belong to the exclusion list.
Exclusion list: Each member can be candidate at the Committee election except if:
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he/she is employed at the school,
his/her spouse is employed at the school,
another member of the same family is already candidate,
if he is already elected or plans to be elected in another instance of the school. An Officer
in the Committee can only have one mandate in the instances of the school except the
class council (pedagogical matters).
Application must be done with the proper application form edited by the Committee and
handed in to the Committee at least 48 hours before General meeting date. The Executive
Secretary will check the validity of the application, and register the candidates.
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b) Voting process
Each family counts for one member and has one voting power, regardless of number of children
attending the school or marital status of the parents.
Member can give a voting proxy to another member with the limit of two proxies by member.
Proxies must hold the name of the member who is given power to vote.
There are two electoral colleges: ordinary college for ordinary members and associate college for
associate members. Honorary members are attached to a college regarding their nationality. Each
member completes the corresponding college list with tokens in order for votes to be counted.
Ordinary college votes for Ordinary Officers and associate college votes for Associate Officers.
The voting list and ballots are edited by the Committee for each electoral college with registered
candidates by alphabetical order.
The Executive Secretary oversees the progress of the ballot and counting of votes with 5 assessors.
Any member except candidates can volunteer to be assessor.
The election is at one turn secret ballot.
Each voting member chooses the number of candidate to elect amongst the list on the ballot, by
circling their names and/or deleting the non-wanted candidates. If the member chooses too many
candidates, his ballot shall be disqualified as a spoiled ballot. If he chooses enough or less
candidates, his ballot shall be qualified.
The Officers elected are those who have the largest number of votes. In case of a tie for the last
elected on the list, there will be a draw.
At the end of the counting, the President of the Assembly will declare the results.
Derogation: If a renewal of the Committee is not possible (lack of candidate for instance), the
members are reappointed until the next General meeting.
5. Presidency of General meetings
General meetings are chaired by the Committee’s President or by a delegated Committee Officer.
Where there are none of them, a General Meeting can be chaired by a designated representative
chosen by the French Ambassador or the French Consul General.
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5. COMMITTEE (COMPOSITION-END OF OFFICE)
The Committee acts in the best interest of the school and its students.
A. Composition:
The management of the Association shall be vested in a Committee which shall comprise the
following Officers:
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Eleven (11) Committee Officers, eight (8) elected from among ordinary members and three
(3) elected from among associate members at the General meeting of the Association.
Committee Officers elect a Bureau comprising at least four (4) persons from among the
Ordinary Officers:
o President
o Vice-president
o Executive Secretary
o Executive Treasurer
The Officers may hold office for two years and can be re-elected.
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Additional persons invited by the Committee for consulting opinion only:
o Members of the administration of the school: principal, head of primary school,
administrative and financial director,
o Members of the French administration: the French Ambassador or, by delegation,
the Consul General; the Counselor for Cooperation and Cultural Action or, by
delegation, the Attaché for Cooperation and Cultural Action.
o Trustees, as may be elected at a General meeting of the Association.
o President of the Association of representative parents of the LFLP (APEEF) or
his/her representative.
o Any person able to bring an expert advice.
B. End of office
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Exclusion in case of defamation, serious motive, failure to comply with the Association’s and
school’s regulations, failure to fulfill the Officer’s duties. The exclusion is pronounced by the
simple majority of the Committee if failure to fulfill duties remains evident after three
warnings from the Committee towards the Officer during a plenary meeting of the
Committee.
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Automatic end of office in case of winding-up or dissolution of the Association, or if the
member ceases to have children attending the school or ceases to reside in Nigeria.
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Resignation of the member. Any Officer of the Committee who fails to attend 3 consecutive
plenary meetings of the Committee without excuses will be declared resigned.
In case of an Officer’s departure during his mandate, his replacement will be made by co-optation
from the election result list if any or from the other members of the Association. This replacement
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will last for the duration of the replaced Officer’s mandate. In case this Officer had a position in the
Bureau, a new election for this position will be held in Committee. The members of the Association
will be informed of any change in the Committee members.
6. COMMITTEE (OPERATIONS)
a) Convocation
The President shall call Committee plenary meetings at least every term during the academic year.
The President or at least 4 Officers can call extraordinary plenary meetings.
Convocations to the plenary meetings, including the agenda for the meeting, shall be sent by written
or electronic way to all members of the Committee not later than 72 hours (school holidays
excluded) before the date of the meeting.
Resolutions to add to the agenda are submitted by Committee Officers and approved by the
President.
b) Presidency of plenary meetings
Plenary meetings are chaired by the Committee President or by a delegated Committee Officer.
c) Quorum
The plenary meeting will be considered valid only with a quorum of 4 ordinary Officers plus the
President or Vice-president or any member designated by the President to chair the meeting.
d) Absence
An Officer who expects to be absent at a plenary meeting shall send excuse to the President or
another member of the Bureau.
In case of excused absence of an Officer, he can send to the President a proxy to cast his vote on
planned resolutions.
e) Debates
During plenary meetings, the debates are in French and may be translated in English if necessary.
Minutes of meeting are written in French. They must be sent not less than 2 weeks after the meeting
for approval at the next meeting. They are filed in AFN archives and are kept confidential within the
members of the Committee.
Records of decisions and voted acts are written in French and English, are signed by the President
and are available for consultation at the Principal’s Secretary Office or on the Web site.
f) Votes
The Committee takes resolutions at simple majority at show of hands. In case of a tie, the
President’s vote is preponderant. A secret ballot can be requested by one Officer of the Committee.
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g) Other processes
The President, or if unavailable, the Vice-president or any member designated by the President has
full delegation from the Committee to take urgent decisions between two plenary meetings.
The president and the treasurer have the power of signature on the bank accounts. The vicepresident and the Secretary have a delegation of signature on the bank accounts.
The Committee can create any useful working commission for the purpose of the operations of the
school (Human Resources, Finances, Work and Maintenance, solidarity, hygiene and security...).
These commissions work in close collaboration with the direction of the school. These commissions
submit their conclusions to the Committee for approval. Commissions can seek outside expertise.
h) Charter for Officers
Committee Officers will be requested to adhere to the following charter:
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Officers shall stand for AFN interests.
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Officers shall support the French education system values’ development policy (excellence,
sharing and outbreak) initiated by the Principal.
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Officers shall develop values among themselves and toward the managing direction of the
school and employees: transparency, respect, loyalty.
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Officers shall ensure the privacy and confidentiality for subjects touching personal issues of
families and employees.
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Officers shall ensure the confidentiality on matters that could jeopardise AFN and LFLP
interests.
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Officers shall declare conflicts of interest upon their election.
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Officers shall represent the Committee’s decisions.
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Officers are not meant to be the parents or employees direct interlocutors.
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7. COMMITTEE (DUTIES/RESPONSIBILITIES - RESOLUTIONS)
A. Delegation to the Principal
The Principal of the school shall have delegation granted by the Association as it is written in the
appendix of the Agreement signed between Agency for French Teaching Abroad (AEFE) and the
Association Francaise de Nigeria (AFN). The members of the administration of the school (principal,
head of primary school and finance and administrative director) communicate regularly with the
Committee and send all events, information, documents related to the operations of the school.
B. Budget
The provisional annual budget is elaborated by the finance and administrative director of the school
in collaboration with the executive treasurer of the association. It is based on the program and
information communicated by the president, the principal and the head of the primary school, and
the presidents of the commissions of the committee.
The budget contains:
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Operating expenditures, including requests in employees and materials from the
administration of the school
Operating revenues, including school fees
Donations, subventions and other revenues
Investment program
Motives, terms and conditions for a possible loan
The budget is submitted to the Committee for approval. The budget is managed by the Committee.
The executive treasurer shall follow-up on the budget execution.
C. Responsibilities of the committee
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To open bank accounts in the name of the association. Any operation on bank account must
be authorized by joint signatures of the President and the executive Treasurer or the
executive Secretary by delegation.
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To appoint auditors for the accounts.
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To comply with the local laws and regulations.
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To subscribe any suitable insurance (public liability insurance, insurance for committee
members’ responsibilities…).
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To subscribe loans if approved by the General Assembly.
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To recruit and dismiss local employees, and determine and approve their budgetary support
taking account of the Principal’s opinion for teaching team.
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To maintain a regular dialogue with the school staff
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To determine and approve salary scale and other remuneration elements for local
employees
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To lease property for the school with the collaboration of the Trustees
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To initiate works (building or renovation, maintenance), approve and sign letters and
contracts
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To accept any help or fund given to the association by any private individual or legal entity
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To control any extra-curricular activities inside the school premises (agreement for use of
premises)
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To meet and negotiate with the local authorities
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To exclude any member of the association under the pre-set motives of the present bylaw
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To set the amount of the school fees and others financial elements inside the financial policy
of the school.
D. Duties, prerogatives and powers of members of the Bureau and of a president of a
Committee commissions
1.
The President
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shall chair the meetings of the Association: ordinary and extra-ordinary general meetings,
ordinary and extra-ordinary plenary meetings of the committee.
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shall endeavor to secure the observance of the Association’s Constitution and the
Association Bylaw by all members and Committee Officers.
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shall be responsible for the execution of the Committee decisions.
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shall be responsible for the general administration of the affairs of the Association and will
give regular updates to the trustees.
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shall be the official representative of the AFN towards the administration of the school, the
French Administration, the local authorities and the local staff.
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shall be responsible for good governance of the Association and of the Committee.
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shall have the power of signature on the following documents: bank documents, cheques,
contracts, agreements, purchase orders, commitment forms.
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shall delegate his powers to the Vice-president or any other Officer of the committee if the
Vice-president is unavailable.
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must speak French and English.
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2. The Vice-president
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shall help the president in all his missions in a regular manner.
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shall undertake the duties and powers of the President at any time he/she is absent.
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shall have the delegation of signature on bank documents, cheques, contracts, agreements,
purchase orders, commitment forms.
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must speak French and English.
3. The Executive Secretary
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shall attend and record the minutes of all meetings
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shall send all convocations and agendas, minutes of meetings.
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shall keep a register of all members, a list of the Committee Officers and their contacts.
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shall keep all records and archives up to date.
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Shall update information on the Committee to the members of the Association (website...)
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shall oversee the Officers’ election process.
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shall have delegation of signature on payments.
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shall monitor the compliance of the Association with the existing laws under the directions
of the President
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must speak French and English.
4. The Executive Treasurer
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shall be responsible for all the financial documents of the Association.
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shall keep all records and archive on accounts and budgets of the Association
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shall execute the financial decisions of the Committee.
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shall follow-up on all accounts and budget’s execution.
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shall present a monthly update on the budget at plenary meetings of the committee.
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shall present the Annual Financial Report at the ordinary general meeting.
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shall have power of signature on payments.
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shall recommend investment in public stock, Government Securities or other fund for the
funds of the Association that are not required for current expenses to the Committee.
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must speak French and English.
5. President of a commission
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shall have direct relationships with the administration of the school to elaborate
propositions for strategic plans or provisional plan of work of his Commission.
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shall submit plans to the Committee for approval.
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shall follow up on the strategic plans once approved by the Committee.
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shall follow up on projects with monthly update to the Committee.
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shall make recommendations for decisions to the Committee.
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shall comply to local laws upon execution of his work.
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shall keep the record the minutes of his commission’s meeting.
E. Subjects submitted to Committee resolutions
1. Human Resources
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Salaries: index reevaluation, exceptional allowances and benefits
Budgetary support for a new professional position
Collective convention
Exceptional career promotion
2. Work and maintenance
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Provisional annual program of work and maintenance
3. Finances
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Budget
Financial regulations
Choice of financial products
Choice of banks
Choice of auditors (accounts, tax, legal, security, communication…)
School fees
Purchase decisions as stated in the agreement between AEFE and AFN
Contracts award
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8. AMENDMENT OF THE BYLAW
The Committee may alter the provision of its Bylaw at a General meeting by a resolution passed by a
simple majority of its members present and voting.
This document has been adopted by vote in the General Assembly of January 14 th 2017.
Signature of President
Signature of Secretary
Name of President
Catherine Terraz
Name of Secretary
Olivier Seutin
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