Constitution and By-Laws of The Orissa Society of the Americas
Revised draft for members to review
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Date: March 26, 2011
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Previous Version: February 8, 2011
OSA Constitution and By-Law Document
March 26, 2011
VISION, MISSION and CORE VALUES:
ARTICLE I: NAME
ARTICLE II: OBJECTIVES
ARTICLE III: ARTICLES OF ORGANIZATION
ARTICLE IV: MEMBERSHIP
ARTICLE V: OFFICERS AND BOARD OF GOVERNORS
ARTICLE VI: ELECTION
ARTICLE VII: MEETINGS
ARTICLE VIII: LOCAL CHAPTERS
ARTICLE IX: AMENDMENTS AND RULES OF BUSINESS
BY - LAW I - MEMBERSHIP
BY - LAW II: ANNUAL CONVENTION
BY - LAW III: ELECTION PROCEDURE
BY - LAW IV: DISCIPLINARY ACTION
BY-LAW V: GRIEVANCE HEARING PROCESS
BY-LAW VI: OSA AWARD
BY-LAW VII: OSA COMMUNICATION
BY-LAW VIII: UNFORESEEN CIRCUMSTANCES
BY-LAW IX: OSA STANDARDS, POLICY AND RULES OF BUSINESS
BY_LAW X: VOTING RULES
BY-LAW XI: OSA JURISDICTION
BY-LAW XII: FINANCE AND ACCOUNTING
The Odisha Society of the Americas (OSA) is dedicated to the pursuit of excellence in the promotion and propagation of Odia culture in Americas by bringing together all the people interested in Odisha through socio-cultural events, and developmental activities.
VISION, MISSION and CORE VALUES
Vision: OSA will be the essential resource for the Odia Americans in the United States and Canada for social and cultural engagement, education and exploration that promote their overall well being and enrich the American society with Odia American contribution.
The mission goals of The Orissa Society of Americas (OSA) are:
1. To provide a mutually supportive environment for the better interaction of Oriya immigrants of North American countries through socio-cultural growth, friendship and fellowship;
2. To enhance the awareness of Odisha and Odia traditions in North America through cultural promotion, social events, and educational activities;
3. To enrich the American society with Odia American contribution
4. To foster constructive citizenship on the part of Odia Americans in the nation
5. To facilitate the exchange of information between Odisha and the United States/Canada
6. To improve the overall well being of Odia Americans in United States of America and Canada
7. To facilitate/collaborate in humanitarian activities
In performing its mission, OSA adheres to these core values:
Integrity and Ethical Conduct
Dedication to excellence
Service to the member
Respect for the individual
Respect the dignity and culture of all people
ARTICLE I: NAME
The name of the organization shall be The Odisha Society of the Americas, Inc., here after abbreviated OSA.
ARTICLE II: OBJECTIVES
The objectives of the society shall be:
1. To form a non-political and non-profit organization of all persons interested in Odisha.
2. To serve Odia community across Americas and broaden the visibility of Odia culture in diverse communities throughout the world.
3. To promote interest and activities in the understanding of the Odia culture and rich Odia heritage through cultural, social, educational and developmental activities.
4. To facilitate the exchange of information between Odisha and the United States/Canada.
5. To facilitate/collaborate in humanitarian activities
ARTICLE III: ARTICLES OF ORGANIZATION
OSA is incorporated under the laws of the United States and is a non-profit organization.
The article of organization of OSA compromise of the Article of Incorporation and the By-Laws as amended from time to time.
The organization will have a permanent address and an operating address determined by the National Executives.
ARTICLE IV: MEMBERSHIP
Membership in the OSA shall be open to all persons interested in Odisha. The membership dues and categories shall be described in the By-Laws.
Annual membership dues shall be payable by July 30th of each year.
ARTICLE V: OFFICERS AND BOARD OF GOVERNORS
The ultimate authority of OSA shall be vested in the membership. The members from USA and Canada shall choose the elected officers by mail ballot.
(a)The Office bearers of OSA shall be an elected President, a Vice President, a Secretary and a Treasurer. The executive committee of OSA shall consist of the following:
President (Chairperson of the committee)
Editor of OSA (Non-Voting)
6. Joint Secretary
7. Joint Treasurer
8. Public Relations Officer
OSA will have a Board of Governors (hereafter referred to as Board or BOG) to serve as the custodian of the Society. The Board will be responsible for making policy decisions to be implemented by the Executive Committee (as defined below). The membership of the Board will consist of:
Presidents/Coordinators of the various chapters formed with the approval of the Board.
Immediate Past President
(b) The President of OSA shall serve as the chairperson of the Board and the Secretary as the Secretary of the Board.
(c) The Board should meet at least twice every fiscal year. Each member of the Board must participate in at least one of the meetings. The meetings can be held through a conference call.
(d) Fifty percent of the membership of the Board shall constitute a quorum for the purpose of its meetings.
(e) Approval by the board must carry at least a simple majority of votes of its membership, but at least a two thirds majority will be required to override the action of the Executive Committee or dissolve the committee.
(f) The Board will be responsible for the implementation of the policies in case of dissolution of the Executive Committee.
(g) The tenure of continuous membership on the Board will be limited to a maximum of two consecutive two-year terms. In case of special circumstances when a current officer or a Board member runs for the position of the President, waiver to this rule will be accepted.
The President, Vice President, Secretary and Treasurer shall be elected for a term of two years. These four executive officials must be life members or patrons or benefactors (i.e., permanent members) of OSA in good standing at least for one year before the nomination date and must be 21 years of age or over. These officials must be residents of USA or Canada. The Vice President shall be a running mate of the President. A vote for the President shall mean a vote for his/her running mate. The Secretary and Treasurer will be separately elected, but will work as a team with the President for smooth operation of the OSA. The President shall appoint the Editor of the OSA Newsletter, Public Relation Officer and other joint officials.
Section 4: Powers and functions of the President:
1. The President shall be the chief executive officer of the OSA. He/she shall announce the members of the Board of Governors at the time of assuming office in the annual convention. The Board of Governors shall assume office for a term of two years. The other elected office bearers also shall take office at the annual convention following the election for a term of two years.
2. The President, in consultation with the Board of Governors, shall present a plan of activities along with a proposed budget at the annual convention. In the event of resignation, inaction or negligence of duties by any member of the Board of Governors, the President shall call for re-election or re-nomination for such position within a period of one month.
3. The President shall appoint members to the following standing committees: Advisory/Planning, Odisha Development, Education, Cultural, and others to conduct various functions.
4. If the President fails to perform his/her duties to the satisfaction of the members of the OSA, he/she shall be removed by a vote of no-confidence. A no-confidence motion may be moved by a petition signed by at least 20% of the total membership as per the annual membership list published in July-September Newsletter of the Calendar year or from the current roster. This petition shall be submitted to the Secretary who shall circulate the same among the members of the Board of Governors within 10 days and among the membership within 30 days from the date of receipt of the petition. The Secretary will collect the votes from the membership within 30 days from the date of receipt of the petition. The Secretary will collect the votes from the membership by mail ballot, within 21 days from the date of remittal, and will announce the outcome, in writing, to the Vice President and to the Board of Governors within 7 days of the deadline date of the receipt of the votes. The President will be removed from office by a 2/3 majority of votes of no-confidence. In case of the removal of the President by a vote of no-confidence, the Vice President shall assume the office of the President for the rest of the term and shall appoint a Vice President subject to confirmation by the Board of Governors.
Section 5: Powers and Functions of Vice President
The Vice President shall derive his/her duties from the President and succeed him/her in case of his/her incapacity, resignation, or death. He/she will function in the following capacities.
1. He/she will serve as the Co-Convener of the Annual OSA conventions and work with the host chapter President/Convener for making detailed arrangements. He/she will act as the official representative of the OSA President/Governing Board to the annual conventions.
2. He/she will manage the nomination of OSA awards; appoint judges, and distribution of awards in consultation with the OSA President.
3. He/she may act in any other capacity, as delegated by the OSA President.
4. In case of his/her resignation or death, the President shall nominate a successor to the Vice President whose appointment will be approved by the Executive Board with a simple majority vote, for the remainder of the term.
Section 6: Powers and Functions of the Secretary
a. The Secretary shall assume office along with the President and Vice President, and shall serve as the Secretary of the OSA Board of Governors.
b. The Secretary shall record the minutes and be the custodian of the minutes of the Executive Board and the General Body. He/She shall maintain permanent records of these meetings in good order and will hand over them to the next Secretary after his/her term expires.
c. The Secretary together with the Treasurer shall be responsible for fund raising, membership drive, and for compilation of a list of paid members. This list of new members shall be published in the first issue (July-September) of the Newsletter for every fiscal year.
d. He/she will coordinate various development activities in Odisha by the OSA members, provide administrative help through public and privately established non-profit organizations such as, but not limited to, the NRO Cell/Center, established by the Government of Odisha.
e. The Secretary shall be removed by the same way as the President. However, a no confidence motion in this case shall be presented to the President for further action.
f. In case of the removal of the Secretary by a no confidence motion or in his/her resignation or death, the President shall nominate a successor whose appointment will be approved by the Executive Board with a simple majority vote, for the remainder of the term.
Section 7: Powers and functions of the Treasurer
1.The Treasurer shall assume office along with the President and Vice President, and shall serve as the Treasurer of the OSA Board of Governors.
2.The operating budget of OSA shall be within limits of available revenue during the year, and must be prepared in consultation with the President. The revenue will include annual membership fees, OSA fees collected at the convention, fees collected from converting life members to patrons and benefactors, and funds raised by other means. 50% of the fees for life membership cannot be included in the annual budget. This money must be invested for long-term benefit of OSA (such as fixed deposit), as decided by the finance committee, explained below.
3.The Treasurer will serve as the Chairman of the OSA Finance committee, which will plan and operate all the OSA investments. The committee will consist of the Treasurer and two other life members/patrons/benefactors, appointed by the President. These two committee members must not be members of the current OSA Board of Governors. Any long-term investment or fixed deposit will be held in the name of OSA and can be operated with signatures from any two of the three members of the finance committee. Any earning from investment/fixed deposit can be included in the operating budget of OSA.
4. The Treasurer shall supervise annual OSA convention and/or symposium fund collections and expenses, and report them to the General Body in the following year.
5.The Treasurer will present the complete financial report of the past year in the Annual General Body meeting of the OSA during the convention. The financial records shall be audited at the end of every two financial years ending in an election year. The auditors can be chosen from the membership and be approved in the GBM or external to the community.
6.The Treasurer along with the Secretary shall be responsible for fund-raising, membership recruitment, and for compilation of a list of paid members. This list shall be published in the first issue (July-September) of the Newsletter for every fiscal year.
7.The office bearer’s travel expenses. Any one item of expenditure beyond $300 must be approved by the President. Any amount over $500 on a single non-budgeted item must be approved by a majority of the Governing Board. The approval from the Governing Board will be sought through e-mail. In case of no response within two weeks from a Board member, it will be assumed that the particular member has approved the request. The same rule will apply for donations by various OSA members to charitable/educational/developmental organizations in Odisha. Such collections and expenditures must be reflected as regular income/expenditure items in OSA account. Any OSA operational expenditure over $10,000 shall require an approval from the General Body. Under unforeseen circumstances, any OSA expenditure over $10,000 shall require an approval from the BOG.
8.The Treasurer shall be removed by the same way as the President. However, a no-confidence motion in this case shall be presented to the President for further action.
9.In case of the removal of the Treasurer by the no-confidence motion, or his/her resignation or death, the President shall nominate a successor whose appointment will be approved by the Board of Governors with a simple majority vote, for the remainder of the term.
Section 8: Powers and Functions of the Editor/Editors
The Editor is responsible to publish the OSA Newsletter at the end of each quarter. He/she is also responsible for the contents of the newsletter. Each Newsletter shall include, among other items, the President and Secretary’s notes, local chapter activities, non-political Odisha news, and a section on the youth and women.
Section 9: Powers and functions of the Joint Secretary
The joint secretary will be appointed by the President and be voted in the GBM. The joint secretary will derive duties from the secretary and assist in member recruitment, preparation of meeting minutes, maintenance of records and any other work.
Section 10: Powers and functions of the Joint Treasurer
The joint treasurer will be appointed by the President and be voted in the GBM. The joint treasurer will derive duties from the Treasurer and assist in member recruitment, preparation of budget, financial reports, maintenance of member records and any other work.
Section 11: Powers and functions of the Public Relations Officer
The Public Relations Officer (PRO) will be appointed by the President and be voted in the GBM. The PRO will derive duties from the Vice President. The duty will also include leading/assisting in member communication, web page maintenance, preparation of public relation material, making public communications and other activities to promote the society.
ARTICLE VI: ELECTION
All life members and regular annual members of OSA residing in USA and Canada have the right to vote and participate in the election.
All elections are to be conducted by a secret ballot. The election procedures shall be described in the By-Laws.
No two members of the Board of Governors at any time shall be from the same immediate family (e.g. Husband & wife, parents & children, siblings) of any Board of Governors member.
In case, a current office bearer such as, President, Vice President, Secretary or Treasurer, decides to run for re-election or for another position, he/she shall give up all his/her election related responsibilities as defined in the By-Laws.
ARTICLE VII: MEETINGS
There shall be at least one general body meeting within one calendar year. The President of OSA shall be responsible for organizing such meetings with the help of the Board of Governors and the organizing chapter.
The Board of Governors shall meet at least twice a year to discuss the past activities, future plans, and the budget. The meetings can be held through conference call.
(a) Fifty members in good standing will constitute quorum for the General Body meeting. The resolutions passed in the General Body meeting will be mailed electronically to members not present personally at the meeting for their approval within 30 days. A lack of response by the date specified in this circular will be taken as a vote in favor of the resolution(s).
(b) It will be the responsibility of the Secretary to maintain proper records of the resolutions obtained.
(c) The President will appoint a Parliamentarian for the General Body meeting. The interpretation of the OSA Constitution and by-laws by the Parliamentarian will be binding.
The President shall conduct the meetings. In the absence of the President, the Vice President shall preside over the meetings. In the absence of both the President and the Vice President, an Board of Governors member appointed by the President shall conduct the meetings.
ARTICLE VIII: LOCAL CHAPTERS
To form a new chapter, a minimum of 15 families, with signatures of at least 20 local OSA members with continuous membership in the local community or OSA National for at least the past two years, must submit a written request to the Board of Governors through the Executive Committee. The decision of the Board shall be conveyed in writing. A sub-chapter may be formed by any group of reasonable size and this will require the written approval of only the Executive Committee. However, only the President/Coordinator of a chapter approved by the Board can serve as a member of the Board. The President/Coordinator of a sub-chapter is not eligible for Board membership.
A petition to form a chapter must be made to the Secretary of OSA for approval by the Board of Governors at least two months prior to the targeted date of its establishment.
The President of a chapter or an elected representative shall become a member of the OSA Board for a term of two years. A notification to that effect shall be submitted to the Secretary of OSA on or before the June 30th of the OSA election year. The chapter President or his representative to OSA Board must be a life member or patron or benefactor member (i.e., permanent member) of OSA in good standing. The President/Coordinator of a Chapter is eligible to continue on the Board for a second two-year term if reelected by the chapter, but no more than two consecutive two-year terms. A notification to that effect shall be submitted to the Secretary of OSA on or before the June 30th of the OSA election year.
The President of a chapter shall provide a membership list of the chapter to the Secretary of OSA at the beginning of each fiscal year.
Any donation and membership dues collected by a chapter in the name of OSA shall be deposited with the Treasurer of the OSA. A chapter shall, however, be free to raise its own membership fees and other donations for local activities.
All local chapters must open chapter account with OSA EIN number to conduct business of the local chapter. Local chapters raising funds in the name of OSA shall follow the OSA rules and be accountable for the IRS audit. A copy of the annual financial report shall be submitted to the Secretary and Treasurer of OSA at the end of each fiscal year. Failure to report such financial transactions violates the IRS rules and regulations, and is subject to IRS action and expulsion from chapter status. CanOSA will be exempt from this rule as it is a chapter in Canada, however, CanOSA must provide annual chapter activity report.
At anytime if the chapter falls short of 15 local family members of OSA National in the vicinity of the chapter’s operating area, the chapter will stay under probation and the so called chapter president will lose the seat in the BOG until the member requirement is satisfied. The chapter can be reinstated with a fresh application with the signatures of 20 individual members and consent of 15 OSA member families.
A single person must not serve in the position of chapter president for more than 4 years in total in a span of 10 years.
Anybody that has been acted against the organization either propagating defamatory language or filing lawsuit or becoming witness against the organization cannot represent in any official positions of a chapter.
A chapter must maintain the minimum requirement to remain as a chapter in good standing. The minimum requirements will be described in the chapter standard document.
ARTICLE IX: AMENDMENTS AND RULES OF BUSINESS
Any proposed amendments to the OSA constitution or By-Laws shall be proposed by a petition signed by at least 10 percent of the total membership or by the Board of Governors. The petition must be circulated to the general membership at least 30 days prior to the annual general body meeting or the proposed effective date for implementation.
Any amendment to the OSA constitution and By-Laws shall need the approval of two-thirds majority present in the General Body meeting, or two-thirds majority of members through mail ballot. A lack of response within the date specified in the mail ballot will be considered as a vote in favor of the amendment(s). A minimum of 30 days from the date of mailing must be given for the response for postal mail voting and a minimum of 15 days from the date of mailing must be given for the response through electronic voting. The mail ballot can be initiated only by approval from the majority of the BOG.
The business of the OSA shall be conducted in accordance with the rules contained in the latest edition of ‘Robert’s Rules of Order’ provided these do not contradict the By-Laws and the Rules of Business of the OSA.
On any question involving the constitution the By-Laws, or the Rules of Business, the decision of the Board of Governors will be final.
BY - LAW I - MEMBERSHIP
Any person eighteen years of age or more interested in the stated objectives of the OSA shall be eligible for membership. Membership in OSA involves submission of an application for formal approval by the Executive Council. OSA reserves the right to verify the information provided and the qualifications for membership of any applicant. Such verification may include requesting additional supporting documentation from some or all of the applicants for membership by going through the Membership Verification Committee.
Membership in the OSA shall be of the following types:
1. SINGLE PERSON of eighteen years of age or more by paying annual dues of $20.00.
2. FAMILY (husband, wife, and children below 18) by paying annual dues of $40.00.
3. LIFE MEMBER: A single person or family paying $300.00. In case of marriage of the single member the spouse shall be granted life membership. In case of divorce, both spouses shall be accorded individual life memberships.
4. FIVE-YEAR MEMBER: A person or family who contributes $100 or more to OSA
5. PATRON: A person who contributes $600 or more to OSA
6. BENEFACTOR: A person or family contributing a lump sum of $1,000 or more to OSA.
7. LEGACY MEMBER: A person or family who contributes $3000 or more to OSA
8. HONORARY MEMBER: Persons selected to this status by the Board of Governors.
9. SUPPORTING MEMBER: Persons, families or organizations by contributing at least $100 a year
Honorary or supporting members are not eligible to vote or seek office of the OSA.
Membership dues in any category may be changed by the Board of Governors with approval of the general body by a majority vote. However, to encourage membership drive, the Executive Committee may temporarily reduce the amount for any category of membership through written notification to the general membership. The period over which this reduction will be valid must be specified in the notification and the reduction cannot be repeated within the normal tenure of a particular Executive Council. The membership fees cannot be reduced to less than 65% of the prevailing schedule.
The fiscal year of the OSA shall be July 1 to June 30th.
Resignation from membership will be accepted from any member at any time by submitting an application to BOG through the Secretary of OSA and through regular mail with signature or through electronic mail from a valid ID registered with OSA. The format of the application will be available by the BOG.
Section 7. Membership Verification Committee
a) Composition. There shall be a Membership Verification Committee (“MVC”) comprised of the Secretary, a member of the Board of Governors and two other members not then currently sitting on or standing for election to any position on the Board of Governors or Executive Committee, nominated by the President with the advice and consent of the Executive Committee. The nomination of these two additional members shall be completed within thirty (30) days of taking office.
b) Verification Procedure. i) No later than the last day of each calendar month, the Treasurer shall forward copies of all membership applications and payments received within the preceding calendar month to the MVC.
ii) The MVC shall review each application to determine
1. whether the applicant has provided sufficient information in their application to enable the MVC to make a determination that the applicant is eligible for membership in accordance with the Articles of Incorporation of OSA and these Bylaws; and 2. whether the proper membership fee has been paid.
iii) The MVC shall complete the application review process within fifteen (15) days of receipt of the application from the Treasurer.
The MVC shall have the right to require any applicant to provide such additional documentation as the MVC shall, in its sole discretion, determine to be necessary to enable the MVC to verify the applicant’s eligibility. Such documentation may include, but shall not be limited to: a) photo identification, b) proof of age, c) a current utility bill for address verification. If the MVC requests such additional documentation from an applicant, the time limit set forth in sub-paragraph (iii) above shall be extended by an additional fifteen (15) days. If the applicant fails to provide the requested documentation within the additional fifteen (15) days, the MVC shall reject the application.
iv) Notwithstanding the rejection of any applicant’s application, the membership application fee paid with such application shall be non-refundable and applied to cover OSA’s membership verification costs.
Section 8. Revocation
a) Substantial Violation. Membership of any member may be revoked for substantial violation of the Articles of Incorporation or Bylaws of OSA. Without limiting the generality of the foregoing, it shall be a violation of the Bylaws of OSA for any member to knowingly or intentionally engage in conduct which is intended to compete with or cause harm to OSA or which, in the opinion of the Executive Committee in its sole discretion, is likely to substantially injure the reputation of OSA. Any member of the Board of Governors or a minimum of 25 members in good standing of OSA may submit a petition outlining the charges to the Chairperson of the OSA Board of Governors by registered/certified mail, return receipt requested or by electronic mail addressed to the President and Secretary. The Board of Governors shall investigate the charges and if, in the opinion of a majority of the Board of Governors, there is probable cause to believe that a basis for revocation of membership may exist, the Board of Governors shall place the petition for removal on the agenda for hearing at a BOG meeting specially called for such purpose and shall provide the affected member with written and electronic notice of the petition and the hearing date so that such member may have an opportunity to be heard in opposition to the petition. If no quorum is present, the hearing on the petition shall be continued to the next regular meeting of the Board of Governors or a special meeting called for such purpose at which a quorum is present and voting. The Secretary shall notify the affected member of the date, time and place of the continued hearing. After the hearing at which a quorum is present, the Board of Governors shall decide by two-thirds affirmative vote of those present and voting whether to revoke the membership under question. The President shall notify the affected member of the action of the Board of Governors both electronically and in writing. The decision of the Board of Governors shall be final and binding.
b) Crimes Involving Moral Turpitude. Conviction of a member for any criminal offense involving moral turpitude shall constitute reason for automatic revocation of membership. The President shall notify the affected member of the revocation both electronically and in writing.
BY - LAW II: ANNUAL CONVENTION
The site of the annual convention shall be selected by the Executive Committee and Board of Governors a year in advance for smooth planning. The host chapter or the host community shall be responsible for all aspects of the convention. The President or coordinator (in the absence of a president) of the chapter or the community leader must send a written request. to the President of the OSA at least one year before the proposed date of the convention with the written approval of the majority of the members of the host chapter, to hold the convention.
The convention shall not be viewed as a fund raising method on the part of the local chapter. The Treasurer shall supervise annual OSA convention and/or symposium fund collections and expenses, and report them to the General Body in the following year. The accounts of the convention shall be prepared by the President or his/her representative of the host chapter and will be handed over to the OSA Treasurer for reporting to the General Body. If the host chapter for a Convention does not meet its obligations to provide financial statements, a list of new members and all monies due to the national organization within six months of the end of the Convention, said chapter shall not be permitted to host another Convention for a period of 10 years from such date that the host chapter meets the foregoing obligations.
The OSA Vice President shall function as Co-convener of the convention and shall coordinate all the OSA activities including planning, convention opening ceremony, invitation of the OSA guests, and OSA award distributions in consultation with the OSA President and the convention organizers.
The Convener will ensure printing and distribution of copies of the OSA souvenir and directory to all the attending OSA members and to those life members/patrons/benefactors, who did not attend the convention. The printed copies of the souvenir and directory will be available to registered members of the convention only. All others will receive the electronic copies that will be available for download.
OSA makes it a mandate for the convention organizing committee to organize a cultural segment completely dedicated to Odia classical music style such as Odissi, Chhanda, and Champu to increase interest among the new generation Odia children in their cultural heritage during the convention.
Convention guidelines approved by the BOG will be used for convention planning and programming.
BY - LAW III: ELECTION PROCEDURE
A three member election committee with one as chairman shall be appointed by the Executive Committee or BOG and will be announced to the general body for approval by majority at the annual convention preceding the election year.
No member of the Board of Governors is eligible to be a member of the election committee.
The Secretary of the OSA shall prepare a list of members who have paid their dues by Dec. 31 of the year preceding the election year. This list along with the list of life members and patrons shall be submitted to the chairman of the election committee by Jan. 15 of the election year.
Nominations for the various offices shall be invited by the election committee chairman through the OSA newsletter of September-December quarter, preceding the election year. In case of contests, the names of the candidates shall be announced in a special letter to be sent by the election committee along with the position statement of each contesting candidate accompanied with the ballots. All communications from the election committee regarding nomination will be electronic. The format of invitation for nomination will be determined by the Election Committee.
The Election Committee of OSA shall print and supply the ballots. All ballots must be sequentially numbered or coded.
The ballots shall be mailed in the fourth weekend of March of the election year. The ballot number or code must be noted against the master membership list held by the election committee. For a returned ballot to be valid, it must be postmarked by the date on or before the 4th Monday of April of the election year.
The election committee shall open a post office box address to which the ballots shall be mailed to by the voters. The ballots shall be counted in the presence of the election committee members and the candidates or their representatives on the second Saturday of May of the election year. The results of the election shall be announced then and there with a written statement of the results sent to the President of the OSA. All the election materials must be sealed and signed by the election committee members and the candidates or their representatives, and will be preserved by the election committee chairman for a period of six months after the election. The election committee may adopt electronic voting procedure with the approval of the BOG members. In that case, the voting and counting methods/rules must be approved by the BOG and disseminated to the members electronically by January 1st of the election year.
The President of OSA shall submit the results to the Board of Governors for approval and for a publication in a special Newsletter by May 30th of the election year.
The election committee shall adopt prudent ways to insure the secrecy of the voting system.
All expenses for the election shall be reimbursed by the Treasurer of OSA upon the submission of the expense report. The committee shall caution to keep expense within the budget.
Any charge of election irregularity or fraud shall be reported to the President and the members of the Board of Governors for resolution.
In case of any unforeseen circumstances during the conductance of election, the rulings by BOG will be final.
BY - LAW IV: DISCIPLINARY ACTION
Disciplinary action shall be taken by 2/3 majority vote of the Board of Governors against any member for gross misconduct.
Disciplinary action shall be taken by a 2/3 majority vote of the Board of Governors against any chapter for gross misconduct. In such cases, the respective chapter president will be excluded from voting.
Gross misconduct include (but not limited to) engagement in anti-organizational activities such as filing lawsuits against the organization, using provocative statements against the organization, disseminating wrong information about the organizational procedure, collecting money in the name of OSA without reporting, using derogatory language about the organization and defaming other members without substantiating with facts and causing harm to the organizational objectives.
Any member that takes legal action against the organization will be immediately expelled from the membership. If it is a family membership this will affect the family unless the spouse has an individual membership with OSA.
The proposal for disciplinary action may be filed by Executive Committee, BOG, other committees or members through the Executive Committee. The Executive Committee must consult BOG and BOG can approve with 2/3 majority vote. The decision of the BOG will be final.
A chapter with low membership must remain under probation until the membership strength is attained.
Section 7: Removal of Officers, and Board of Governors.
Business Judgment Rule. If the Board of Governors in its judgment finds that the best interests of the corporation will be served, it may remove any officer, or BOG member of the corporation. If, in the opinion of a majority of the Board of Governors, there is probable cause to believe that a basis for removal from office of any officer, officeholder, or BOG member may exist, the Board of Governors shall place a resolution for removal on the agenda for hearing at a meeting specially called for such purpose and shall provide the affected member with written or electronic notice of the hearing so that such officer, or BOG member may have an opportunity to be heard in opposition to the resolution. If no quorum is present, the hearing on the resolution shall be continued to the next regular meeting of the Board of Governors or a special meeting called for such purpose at which a quorum is present and voting. The Secretary shall notify the affected member of the date, time and place of the continued hearing as soon as practicable. Notice by electronic mail shall be deemed sufficient notice. After the hearing at which a quorum is present, the Board of Governors shall decide by a three-fourths majority of affirmative vote of all the members (including those not in attendance at the meeting, whose vote may be obtained in writing or by e-mail within 72 hours of the meeting) of the Board of Governors whether to remove the officer, or the BOG member. The BOG Chairperson or BOG Secretary shall notify the affected member of the action of the Board of Governors. The decision of the Board of Governors shall be final and binding.
BY-LAW V: Grievance Hearing Process
A complaining member must file a complaint with the OSA’s Executive Committee outlining in detail the nature of the complaint. Within 30 days of the filing of the complaint, a 3 member Mediation Committee shall be convened by the Executive Committee. The Mediation Committee shall consist of one member selected by the Complainant, one member selected by the Executive Committee, then these 2 members shall select a third member of the Mediation Committee and choose the committee Chair among the three. The Mediation Committee shall hear the complaint and issue a written decision of its findings within 60 days of the convening of the Mediation Committee. If or either party is not satisfied with the findings/decision of the Mediation Committee, any party may proceed on the matter to a court having proper jurisdiction. The complaining member losing the proceedings which they bring in court shall pay the legal costs, including but not limited to the attorney costs, of the prevailing party.
If the Mediation Committee could not be formed, then the General Body would constitute the final authority to hear the case and issue the judgment. If any member files a legal case by not going through the mediation committee or the General Body, then that member will immediately be expelled from membership.
BY-LAW VI: OSA Award
OSA award will be coordinated by the Vice President of the Society in consultation with the award committee formed by the Vice President for the purpose. The award procedure must be documented and approved by the Executive Committee and the BOG.
BY-LAW VII: OSA Communication
Unless otherwise mentioned all communications in OSA will be electronic. In special cases with electronic disability for any member, paper communication may be made with requests from the respective member to the Secretary of OSA. OSA communication medium for discussion and other purposes must be determined by the BOG at any time and can change by putting a notice on the OSA web 30 days before such changes.
BY-LAW VIII: Unforeseen Circumstances
In unforeseen circumstances the decision of the BOG will be final.
BY-LAW IX: OSA Standards, Policy and Rules of Business
At any time, interpretation of the BOG regarding OSA standards, policy and rules of business in organizational affairs will be final. The standard documents for member ethics, convention programming, forms and procedural documents, organizational position statements on issues must be prepared by the BOG through respective committees or a standard committee.
BY_LAW X: Voting Rules
Section 1: BOG Voting Rule
The approval from the Governing Board and the members will be sought through e-mail. In case of no response within two weeks from a Board member, it will be assumed that the particular member has approved the request.
Section 2: For General Membership
The approval from the General Membership may be needed from time to time through e-mail or paper mail. In case of no response within the designated time, it will be assumed that the particular member has approved the request. The minimum designated time will be 15 days.
BY-LAW XI: OSA JURISDICTION
By default OSA Jurisdiction will be the state of its General Counsel or the legal advisor that would be announced by the BOG. In absence of a General Counsel or a legal advisor, the Jurisdiction will be declared by the BOG.
BY-LAW XII: FINANCE AND ACCOUNTING
Finance, Accounting, Banking, Investments, Audits and Annual Expenses Reports - The Treasurer in consultation with the OSA EC, and its Chapters and the respective officers of the society will be responsible for maintaining the information related to the finance, accounting, banking, investments, fund raising, day-to-day expenses and annual expense reporting of the organization. The individual Chapters need to provide a yearly expense report (1/2-1 page only) to The OSA Treasurer, by May 30 of each year. Similarly, the OSA accounting should be maintained by the treasurer (1-2 page only) during the year and to be finalized by May 30 of each year. The OSA's annual expense report in the form of a Balance Sheet (1 page only) will be finalized during May 30 of each year and published in the OSA Journal (July of each year), OSA website, and OSA Communication medium for the members' review. At the end of the term (once in 2 years) of the EC, the financial information of OSA should be transferred to the next elected treasurer by August 15. Similar processes should be followed by the respective chapters.
BY-LAW XIII: OSA ASSETS
No part of the earnings of the OSA shall go to the personal benefit of any member, office bearer or private individual. Should the OSA disband, after paying or making provisions for payments of all the liabilities of the OSA, the remaining funds and assets of the OSA shall go to such charitable organizations as have objectives similar to this society, chosen by the majority vote of the general body at a special meeting called for that purpose. OSA assets (such as: the name(s), constitution, organization documents, symbol/logo/trademarks, domain names www.orissasociety.org and www.odishasociety.org, discussion group name OSAnet@yahoogroups.com, annual convention legacy, funds (OSA and its chapters) and related organizational values and information do not belong to any members, office bearers, coordinators, volunteers or private individuals, rather the OSA assets are owned by the OSA organization.
1. The items marked in red are suggested items either by members, BOG or the constitution review committee
2. The name change of the society to "The Odisha Society of the Americas" will be effective after July 2011. Currently it will be used as The Orissa Society of the Americas
OSA: "The Orissa Society of the Americas" or "The Odisha Society of the Americas"
BOG: Board of Governors
GBM: General Body Meeting