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A R T I C L E S
B Y L A W S
A M E N D M E N T S
The name of the organization shall be Orissa Society of the Americas, Inc., here after abbreviated OSA.
The objectives of the society shall be:
1. To form a non-political and non-profit organization of all persons interested in Orissa.
2. To promote interest and activities in the understanding of the Oriya culture.
3. To facilitate the exchange of information between Orissa and the United States/Canada.
ARTICLE III: ARTICLES OF ORGANIZATION
Section 1
OSA is incorporated under the laws of the United States and is a non-profit organization.
Section 2
The article of organization of OSA compromise of the Article of Incorporation and the By-Laws as amended from time to time.
Section 1
Membership in the OSA shall be open to all persons interested in Orissa. The membership dues and categories shall be described in the By-Laws.
Section 2
Annual membership dues shall be payable by July 30th of each year.
ARTICLE V: OFFICERS AND EXECUTIVE COMMITTEE
Section 1
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.
Section 2
The office bearers of the OSA shall be an elected President, a Vice President and a Secretary-Treasurer. The executive committee of the OSA shall consist of the following:
1. President (Chairperson of the Committee)
2. Vice President.
3. Secretary-Treasurer
4. Editor of the OSA Newsletter (Non-Voting)
5. Immediate past President.
6. One representative from each local chapter as constituted by June 30th of every election year.
7. One student representative to be nominated by the President (Non-Voting).
8. One representative of the youth (16-21 years) group to be nominated by the President (Non-Voting).
Section 3
The President, the Vice-President and the Secretary-Treasurer shall be elected for a term of two years. These three executive officials must be members of OSA of good standing and must be of 21 years of age or over. 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 President shall appoint the Editor of the OSA Newsletter.
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 executive committee at the time of assuming office in the annual convention. The executive committee 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 executive committee, 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 Executive Committee, the President shall call for re-election or renomination for such position within a period of one month.
3. The President shall have the power to appoint committees and sub-committees to conduct various functions as he/she deems proper for the smooth functioning and continuity of the OSA.
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-Treasurer who shall circulate the same among the members of the executive committee within 10 days and among the membership within 30 days from the date of receipt of the petition. The Secretary-Treasurer will collect the votes from the membership within 30 days from the date of receipt of the petition. The Secretary-Treasurer 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 Executive Committee 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 Executive Committee.
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.
Section 6
Powers and Functions of the Secretary-Treasurer.
1.The Secretary-Treasurer shall assume office along with the President and present detailed annual expense report at the annual convention. He/She shall be responsible for keeping the financial records current and for reporting it to the Executive Committee and to the general body at the annual meetings.
2. The operating budget of OSA shall be within the limits of the total revenue raised.
3. The financial records shall be audited at the end of every two financial years ending in an election year.
4. The Secretary shall be responsible for fundraising, 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.
5. The office bearers of the OSA shall be reimbursed for reasonable mailing, telephone, and travel expenses. Any one item of expenditure beyond two hundred dollars must be approved of by the President. Any amount over 400 dollars on a single non-budgeted item must be approved by a majority of the Executive Committee. On expiration of his/her term or in the case of his/her resignation or removal, he/she shall transfer the accounts to his/her successor or to the President within 30 days.
6. The Secretary-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.
7. In case of the removal of the Secretary-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 Executive Committee with a simple majority vote, for the remainder of the term.
Section 7
Powers and Functions of the Editor
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 Orissa news, and a section on the youth and women.
Section 8
Powers and Functions of the Executive Committee
All matters pertaining to OSA must be discussed in the Executive Committee and the decisions must be taken by a majority vote of members present in the meeting.
Section 1
All life members and annual members of OSA have the right to vote and participate in the election.
Section 2
All elections are to be conducted by a secret ballot. The election procedures shall be described in the By-Laws.
Section 3
No two members of the Executive Committee at any time shall be from the same immediate family (e.g. Husband & wife, parents & children, siblings) of any Executive Committee member.
Section 4
In case, a current office bearer such as, President, Vice President, or Secretary-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.
Section 1
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 Executive Committee and the organizing chapter.
Section 2
The Executive Committee shall meet at least once a year to discuss the past activities, future plans, and the budget.
Section 3
Fifty percent of the paid members shall constitute a quorum for the general body and Executive Committee meetings.
Section 4
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 Executive Committee member appointed by the President shall conduct the meetings.
Section 1
A minimum of 10 families with at least 20 members from a particular area is required to petition for establishing a chapter.
Section 2
A petition to form a chapter must be made to the Secretary of OSA for approval by the Executive Committee at least two months prior to the targeted date of its establishment.
Section 3
The President of a chapter or an elected representative shall become a member of the OSA Executive Committee 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.
Section 4
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 and he/she will collect the OSA membership dues from the members of his/her chapter.
Section 5
Any donation and membership dues collected by a chapter in the name of OSA shall be deposited with the Secretary-Treasurer of the OSA. A chapter shall, however, be free to raise it’s own membership fees and other donations for local activities.
Section 6
Local chapters raising funds in the name of OSA and using the OSA Federal Identification Number 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-Treasurer of OSA at the end of each fiscal year.
ARTICLE IX: AMENDMENTS AND RULES OF BUSINESS
Section 1
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 Executive Committee. The petition must be circulated to the general membership at least 30 days prior to the annual general body meeting.
Section 2
Any amendment to the OSA constitution shall need the approval of the 2/3 majority present in the general body meeting, or by 2/3 majority of members through mail ballot, for incorporation into the OSA constitution.
Section 3
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.
Section 4
The decision of the majority of the Executive Committee on any questions involving the Constitution, its By-Laws and the Rules of Business shall need approval of a 2/3 majority of the total membership of OSA.
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Section 1
Any person eighteen years of age or more interested in the stated objectives of the OSA shall be eligible for membership.
Section 2
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 $10.00.
2. FAMILY (husband, wife, and children below 18) by paying annual dues of $25.00.
3. LIFE MEMBER: A single person or family paying $200.00. 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. STUDENT MEMBER: Single: $5.00, family, family $10.00
5. PATRON: A person who contributes $500.00 or more to OSA
6. HONORARY MEMBER: Persons selected to this status by the Executive Committee.
7. SUPPORTING MEMBER: Persons, families or organizations by contributing at least $20.00 a year.
Section 3
Honorary or supporting members are not eligible to vote or seek office of the OSA.
Section 4
Membership dues in any category may be changed by the Executive Committee with approval of the general body by a majority vote.
Section 5
The fiscal year of the OSA shall be July 1 to June 30th.
BY - LAW II: ANNUAL CONVENTION
Section 1
The site of the annual convention shall be selected by the Executive Committee a year in advance for smooth planning. The host chapter shall be responsible for all aspects of the convention. The President or coordinator (in the absence of a president) of the chapter 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.
Section 2
The convention shall not be viewed as a fund raising method on the part of the local chapter. The accounts of the convention shall be prepared by the President or his/her representative of the host chapter and will be presented to the OSA Secretary-Treasurer. Any profit or loss shall be equally shared by the chapter and the OSA and the matter must be resolved within 60 days. The income and expenses of OSA shall be available for review by the general body of the OSA. The membership dues collected at the convention will not be spent by the host chapter.
BY - LAW III: ELECTION PROCEDURE
Section 1
A three member election committee with one as chairman shall be appointed by the Executive Committee and will be announced to the general body for approval by majority at the annual convention preceding the election year.
Section 2
No member of the Executive Committee is eligible to be a member of the election committee.
Section 3
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.
Section 4
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.
Section 5
The Secretary of the OSA shall print and supply the ballots to the election committee. All ballots must be sequentially numbered or coded.
Section 6
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.
Section 7
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.
Section 8
The President of OSA shall submit the results to the Executive Committee for approval and for a publication in a special Newsletter by May 30th of the election year.
Section 9
The election committee shall adopt prudent ways to insure the secrecy of the voting system.
Section 10
All expenses for the election shall be reimbursed by the Secretary-Treasurer of OSA upon the submission of the expense report. The committee shall caution to keep expense within the budget.
Section 11
Any charge of election irregularity or fraud shall be reported to the President and the members of the Executive Committee for resolution.
BY - LAW IV: DISCIPLINARY ACTION
Disciplinary action shall be taken by a 2/3 majority vote of the Executive Committee against any member for gross misconduct.
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.
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1. General:
A. Replace "Executive Committee" throughout the current version of the constitution by "Board of Governors".
2. Article V:
A. Replace the title "OFFICERS AND EXECUIIVE COMMITTEE" by "BOARD OF GOVERNORS AND EXECUTIVE COUNCIL".
B. Replace Section 2 by the following:
(a) OSA will have a Board of Governors (hereafter referred to as Board) to serve as the custodian of the Society. The Board will be responsible for making policy decisions to be implemented by the Executive Council (as defined below). The membership of the Board will consist of:
(1) President
(2) Secretary-Treasurer.
(3) Presidents/Coordinators of the various chapters formed with the approval of the Board.
(4) Immediate Past President
(b) The President of OSA shall serve as the chairperson of the Board and the Secretary/Treasurer 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.
(d) Fifty pert 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 Council or dissolve the council.
(f) The Board will be responsible for the implementation of the policies in case of dissolution of the Executive Council.
(g) The Executive Council will be composed of the following:
(1) President
(2) Vice-President
(3) Secretary-Treasurer
(4) Editor-In-Chief.
(5) Student Representative
(6) Youth Forum Advisor
(7) President of the Youth Forum or his/her representative. The President may invite chairs of appointed Committees to any meeting of the Executive Council. However, only the members of the Executive Council will have voting rights.
(h) The tenure of continuous membership on the Board will be limited to a maximum of two consecutive two-year terms.
C. Section 3. Insert the following after "…….. his/her running mate" toward the end of paragraph: "No member of OSA will be eligible to hold any of the above elected positions continuously for more than one two-year term."
D. Delete Section 8.
3. Article VII:
A. Section 2: Replace "Executive Committee" with "Executive Council"
B. Replace Section 3 with the following:
(a) A proxy authorization form should accompany notification of the General Body meeting This form should also be available at the registration desk during the OSA annual convention.
(b) Fifty percent of the members in good standing, including proxies in the prescribed form, will constitute quorum or general Body meeting. Should the attendance fall short of this minimum, thirty-three percent of the membership in good standing, including proxies, will constitute a quorum for the purpose of conducting the General Body meeting. In the latter case, however, the resolutions passed in the General Body meeting will be mailed to members not present (personally or by proxy) 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).
(c) It will be the responsibility of the Secretary/Treasurer to arrange for proxies and maintain proper records of proxies obtained.
(d) 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.
4. Article VIII:
A. Replace Section I as follows: To form a new chapter, a minimum of 15 families, with signatures of at least 20 members with continuous membership for at least the past two years, must submit a written request to the Board of Governors through the Executive Council. 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 Council. 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.
B. Section 3. Insert after "….. for a term of two years" the following: 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. "
5. Article IX:
A. Modify Section 2 as follows: Any amendment to the OSA constitution and By-Laws shall need the approval of two-thirds majority present in the General Body meeting (including proxies, as described in Article VII), 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).
B. Replace section 4 as follows: On any question involving the constitution the By-Laws, or the Rules of Business, the decision of the Board of Governors will be final.
6. By-Law I:
A. Section 1. Add the following at the end of paragraph: "Membership in OSA involves submission of an application for formal approval by the Executive Council."
B. Section 2. Modify "e" to read: "PATRON": A person or family contributing a lump sum of $500 or more to OSA."
C. Section 2 insert: (f) BENEFACTOR: A person or family contributing a lump sum of $1,000 or more to OSA.
D. Section 4. Insert after "…..by a majority vote,": "However, to encourage membership drive, the Executive Council 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 LIFE MEMBERSHIP dues as defined By-Laws I, Section 2 (c) is changed from $200 to $300.
The proposed amendments are written in bold faces. Rationale behind each amendment is also outlined. A copy of the constitution, bylaws, and amendment can be found in the OSA web page at www.orissasociety.org for comparison purposes.
Section 4: Powers and functions of the
President
3. The President shall appoint members to the following standing committees: Advisory/Planning, Orissa Development, Education, Cultural, and others to conduct various functions …
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 Orissa 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
Orissa.
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
(Same as current section 6 for Secretary-Treasurer except for the changes below)
ARTICLE VIII: LOCAL CHAPTERS
Sections 1 and 2 – Same as before
Section 3: The President of a chapter or an elected representative shall become a member of the OSA Executive committee 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 Executive committee must be a member of OSA in good standing. The President/Coordinator of a Chapter is eligible .. (sentence inserted as per amendment effective July 1992).
Sections 4 and 5: Same as before
Section 6: Local chapters raising funds in the name of
OSA and using OSA IRS number shall follow the OSA rules and be accountable for
the IRS audit. A copy of the annual financial report shall be submitted to the
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.
Section 2: Membership in the OSA shall be of the following types:
g. SUPPORTING MEMBER: Persons, families or organizations by contributing at least $100 a year
Section 2:
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.
Section 3:
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.
Section 4:
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.
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