Constitution & Bylaws

of The Odisha Society of the Americas

Download a PDF copy of Constitution and Bylaws with TOC

Download a PDF copy of OSA Constitution filed with TN Secretary of State

The Odisha Society of the Americas is, and shall continue to be, a socio-cultural, volunteer-based not-for-profit organization dedicated to the pursuit of excellence by fostering and propagating Odia culture in North America.  By means of promoting socio-cultural events, educational activities, community service and developmental endeavors, The Odisha Society of the Americas shall serve as the primary resource for the engagement and education of Odia-Americans, and shall strive to enrich North American society with Odia-American contribution.  In pursuing its underlying goals, The Odisha Society of the Americas shall at all times adhere to the fundamental values of integrity, ethical conduct, dedication to excellence, service, and respect for the dignity of all individuals and cultures.

 

Article I

Name & Definition

 

The name of this organization shall be The Odisha Society of the Americas, hereafter referred to as “OSA.”

 

Article II

Purpose

 

In the spirit of socio-cultural growth, education, friendship, fellowship, and overall well-being, OSA shall seek to:

1)      Form and nurture a non-political, not-for-profit, and mutually supportive environment for interaction of Odia immigrants and their families residing in the United States and Canada, as well as other individuals residing in the United States and Canada interested in Odisha and Odia culture;

2)      Enhance the awareness of Odisha and Odia culture and traditions, and broaden the visibility of Odia heritage, through the exchange and integration of Odia culture in the United States and Canada;

3)      Provide voluntary, charitable, and humanitarian service to the Odia community across the United States and Canada;

4)      Enrich the members and broader society of the United States and Canada in order to foster constructive citizenship by Odia-Americans residing in the United States and Canada; and

5)      Facilitate the exchange of information and knowledge between Odisha, on the one hand, and the United States and Canada, on the other hand, and contribute to Odisha development.

 

Article III

Articles of Organization

 

OSA is a 501(c)(3) non-profit organization.  The Articles of Organization of OSA comprise of this Constitution, as well as the Bylaws set forth below, as amended from time to time.  OSA shall maintain a permanent address and an operating address. 

 

 

 

Article IV

Membership

 

Section 1

 

Membership in OSA is subject to approval, as set forth in Bylaw I.  All persons, eighteen (18) years of age or over, interested in Odisha and Odia culture shall be eligible for membership in OSA, as described in the Bylaws and in the written Statement of Member Rights and Privileges, hereafter referred to as “Statement of Rights”.  Only those members residing in the United States and/or Canada, and having paid membership fees, shall be deemed “Voting Members”.  Members residing outside the United States and Canada, or those having been granted “Honorary Membership” without paying membership fees, shall be deemed “Non-voting Members”.  Only Voting Members shall have voting rights and authority to participate in matters of business submitted to the general membership, including, but not limited to, elections, resolutions, and amendments to this Constitution.

 

Section 2

 

Any and all existing members and applicants for membership must be willing to abide by the Constitution and Bylaws, as well as the Statement of Rights, and must maintain an interest in OSA and its ongoing activities.  Among other socio-cultural events and educational activities, OSA shall endeavor to organize an annual three-day convention for its general membership, hereafter referred to as the “Annual Convention”.  Attendance at, and participation in, the Annual Convention by all members of OSA is encouraged, but not required.  

 

Section 3

 

OSA does not discriminate against, nor will it restrict membership, on the basis of, age, citizenship, color, disability, gender, race, religion, national origin, political affiliation, or sexual orientation.  Notwithstanding these requirements, OSA may restrict membership based on an inability or unwillingness to perform activities related to OSA’s purpose and vision, or a failure to abide by the Constitution, Bylaws, and/or Statement of Rights.

 

Article V

Elected Officers & the Executive Committee

 

Section 1

 

Ultimate authority shall be vested in the members of OSA.

 

Section 2

 

OSA shall have the following “Elected Officers”: President, Vice President, Secretary, and Treasurer.  Any candidate nominated for the role of an Elected Officer must be an OSA Life Member, Patron, or Benefactor, as defined in the Statement of Rights, for at least one year prior to the date of nomination, and twenty-one (21) years of age or older.  Elections for these offices shall be held once every two years, for a two-year term to begin at the conclusion of the next Annual Convention following the election, as provided in the Bylaws.  The Elected Officers must be residents of the United States or Canada at the time of nomination, and must remain residents of the United States or Canada throughout the two-year term for which they have been elected.  Candidates for the offices of OSA President and Vice President shall campaign on a joint platform as running mates, such that a vote for a Presidential candidate shall automatically mean a vote for his or her running mate.  The candidates for the offices of Secretary and Treasurer shall be elected separately.

 

Section 3

 

The Executive Committee of OSA shall consist of the Elected Officers, as well as the following additional officers: Up to two editors of the OSA Newsletter (hereafter referred to as “Editor(s)”), Joint Secretary, Joint Treasurer, Public Relations Officer, and the General Counsel and/or Legal Advisor, hereafter collectively referred to as “Additional Officers”.  The current President shall serve as the Chairperson of the Executive Committee, and shall appoint the Additional Officers.  All such appointments shall be subject to the approval of the Governing Board, as defined in Article VI herein.  The Duties and Responsibilities of the Executive Officers are set forth in Bylaw V below.

 

Only the Elected Officers shall have the authority to vote on decisions of the Executive Committee.  Approval by the Executive Committee must carry at least a simple majority of votes, unless otherwise stated in this Constitution and Bylaws.  No two members of the Executive Committee may, at any time, be from the same immediate family.

 

Article VI

Governing Board

 

Section 1

 

OSA shall have a Board of Governors, hereafter referred to as “Governing Board” or “BOG”.  The Governing Board shall be responsible for enacting policy decisions to be implemented by the Executive Committee.  In the event that the Executive Committee is dissolved, the Governing Board shall be responsible for execution of this Constitution and the OSA Bylaws. 

 

Section 2

 

The Governing Board shall consist of the Elected Officers, the Immediate Past President, as well as the president or other elected representative of each individual OSA Local Chapter, as defined and described in Article IX below.  The current President, Secretary, and Treasurer of OSA shall serve as the Chairperson, Secretary, and Treasurer of the Governing Board, respectively.  All members of the Governing Board must be OSA Life Members, Patrons, or Benefactors, as defined in the Statement of Rights, and twenty-one (21) years of age or older.  No two members of the Executive Committee and/or Governing Board may, at any time, be from the same immediate family.

 

Section 3

 

Members of the Governing Board shall be announced by the President at the time of assuming office at the Annual Convention.  Appointment to the Governing Board shall be for a period of two years.  The tenure of continuous membership on the Governing Board shall be limited to two consecutive two-year terms, to be waived only in the event that a current Governing Board member is running for the position of an Elected Officer.  In the event of resignation, inaction, or negligence by any member of the Governing Board, the President shall call for re-election or re-nomination for such position within a period of one (1) month.

 

Section 4

 

The Governing Board shall meet at least twice every fiscal year, to be defined as the year beginning on July 1st and finishing on June 30th.  Each member of the Governing Board must participate in at least one BOG meeting per fiscal year.  Attendance via teleconference is acceptable for purposes of this Section.  Fifty (50) percent of the Governing Board shall constitute a quorum for a BOG meeting.  Approval by the Governing Board must carry at least a simple majority of votes of those BOG members present, unless otherwise stated in this Constitution and Bylaws.  At least a two-thirds majority shall be required to override an action of the Executive Committee.

 

Article VII

Elections

 

As set forth above, elections for the offices of President, Vice President, Secretary, and Treasurer shall be held once every two years for a two-year term to begin at the conclusion of the next Annual Convention following the election, per the procedures set forth in the Bylaws. 

 

Article VIII

Meetings

 

Section 1

 

There shall be at least one meeting of the general membership each calendar year, to be held at the Annual Convention, hereafter referred to as the “General Body Meeting”.  The President shall be responsible for organizing and conducting the General Body Meeting with the help of the Governing Board and the OSA Local Chapter, as defined below, responsible for organizing the Annual Convention.  In the absence of the President, the Vice President shall preside over the General Body Meeting.  In the absence of both the President and the Vice President, a member of the Governing Board appointed by the President shall conduct the General Body Meeting.

 

Section 2

 

The President shall appoint a Parliamentarian for the General Body Meeting, for purposes of interpreting this Constitution and Bylaws.  Any interpretation reached by the Parliamentarian during the General Body Meeting shall be binding for any resolutions to which the interpretations relate.

 

Section 3

 

Fifty Voting Members, as defined in the Bylaws and Statement of Rights, shall constitute a quorum for the General Body Meeting.  It shall be the responsibility of the Secretary to maintain proper records of any resolutions passed during the General Body Meeting.  Within thirty (30) days of the General Body Meeting, such resolutions shall be circulated for approval to any Voting Members not personally present at the General Body Meeting.  A lack of response by the date specified in this distribution shall be interpreted as acceptance of the resolution(s).  Should the Secretary receive objections to a resolution from a majority of all Voting Members, such resolution shall be declared invalid.

 

 

 

Article IX

Local Chapters

 

Regional local chapters of OSA (hereafter referred to as “Local Chapters”) may be established throughout the United States and Canada, and shall operate under OSA. 

 

Section 1

 

To form a new Local Chapter, at least fifteen (15) families in a particular geographical location, with each such family having at least one (1) OSA Life Member, Patron, or Benefactor, as defined in the Statement of Rights, must submit a written request to the Secretary for approval by the Governing Board.  Such written request must be submitted at least two (2) months prior to the intended date of formation of the Local Chapter.  The written request must accurately define the geographical territory to be represented by the Local Chapter.  A proposed Local Chapter’s territory may not overlap with that of an existing Local Chapter.  OSA Members requesting formation of a new Local Chapter whose territory would overlap with that of an existing Local Chapter are encouraged to join the existing Local Chapter so that all OSA Members residing in that geographical territory may collectively pursue OSA’s underlying goals and benefit from OSA’s activities.  Should a proposed Local Chapter’s territory overlap with that of other existing Local Chapters, then those existing Local Chapters and the proposed Local Chapter must mutually agree to a redrawing of each Local Chapter’s respective geographical territory such that no overlap results after formation of the new Local Chapter. 

 

The Governing Board’s decision on a written request to form a new Local Chapter shall be conveyed in writing no later than thirty (30) days from the date of receipt.  Should a member of a Local Chapter permanently relocate to an address outside of that Local Chapter’s defined geographical territory for any reason, such member shall cease to be a member of that Local Chapter for purposes of meeting the requirements of this Section.  If, at any time, a Local Chapter falls short of fifteen (15) families having at least one (1) OSA Life Member, Patron, or Benefactor, the Local Chapter shall be placed under probation by the Governing Board. 

 

Section 2

 

The Governing Board shall approve a model template of guidelines governing the local chapters’ operations, hereafter referred to as “Model Local Chapter Guidelines”. Upon formation, a Local Chapter shall have jurisdiction over all of its members.  Each Local Chapter may have its own chapter guidelines.  However, each Local Chapter’s guidelines shall in no way conflict with, or receive priority over, this Constitution and Bylaws or the Model Local Chapter Guidelines approved by the Governing Board. 

 

As described in Article VI, Section 2 above, the President or other elected representative of each Local Chapter shall serve on the OSA Governing Board for a term of two years.  It is the responsibility of the Local Chapter President to notify the OSA Secretary of the identity of the Governing Board representative from that Local Chapter within thirty (30) days after any election in that Local Chapter.  As further set forth in Article VI, Section 2 above, the Local Chapter President is eligible to continue serving on the Governing Board for a second two-year term if re-elected by the Local Chapter, but may serve no more than two consecutive two-year terms on the Governing Board.  In the event of re-election, it is the responsibility of the Local Chapter President to notify the OSA Secretary of such on or before the June 30th of the election year.  Should a Local Chapter be placed under probation by the Governing Board, that Local Chapter’s President or other elected representative shall lose his or her seat on the Governing Board. 

 

A single individual may not serve in the position of Local Chapter President for a total of more than four (4) years in a span of ten (10) years.

 

Section 3

 

All Local Chapter officers, including the elected representative on the Governing Board, are subject to the same eligibility requirements as members of the OSA Executive Committee.

 

Section 4

 

The Local Chapter President shall provide that Local Chapter’s current membership list to the Secretary of OSA by June 15th of each year. The Secretary of OSA shall periodically provide the Local Chapter President with the names of new Members who reside in the geographic area covered by the Local Chapter.

 

Section 5

 

Any donation in the name of OSA and/or any OSA membership dues collected by a Local Chapter shall be forwarded to the Treasurer of OSA.  A Local Chapter may solicit its own activity fees and other contributions for its activities and events.

 

Section 6

 

All financial accounts owned by Local Chapters must reflect the OSA Employer Identification Number (EIN), and all funds raised by Local Chapters shall follow OSA’s rules as set forth in this Constitution and Bylaws, and IRS regulations.  Each Local Chapter located in the United States shall submit a copy of its annual financial statement to the Treasurer of OSA by March 31st of each year.  Failure to provide such financial statement in a timely manner may subject the Local Chapter to immediate probation. 

 

Section 7

 

Should a Local Chapter be placed under probation for any reason, the Governing Board shall provide in writing any terms and conditions necessary and appropriate to correct the deficiency and/or failures of the Local Chapter.  Upon cure of such deficiency and/or failures, the Local Chapter shall be reinstated and the Local Chapter President, or other elected representative on the BOG, shall regain his or her seat on the Governing Board.  For purposes of probation due to a member deficiency, the Local Chapter may be reinstated upon submission of a new written request meeting the requirements of Article IX, Section 1 above.

 

 

Article X

Amendments

 

Section 1

 

Any proposed amendments to this Constitution and Bylaws may be voted upon by Voting Members, as defined in the Statement of Rights, at the annual General Body Meeting or via written or electronic ballot.  Any such proposed amendments shall be brought by a petition signed by at least ten (10) percent of all Voting Members, or by the Governing Board.  Such petition must be circulated to all Voting Members at least thirty (30) days prior to the annual General Body Meeting at which the proposed amendment will be voted upon, or in the case of a written or electronic ballot, sixty (60) days prior to the projected effective date of the proposed amendment.

 

Section 2

 

Any proposed amendment shall become part of this Constitution and Bylaws only if approved by a two-thirds majority of those Voting Members present in the General Body Meeting if such proposed amendment is voted upon at the General Body Meeting, or a two-thirds majority of all Voting Members if such proposed amendment is voted upon via ballot.  Should a proposed amendment be voted upon via ballot, Voting Members shall be required to respond within thirty (30) days from the date of mailing in the event of a postal mail ballot, and within fifteen (15) days from the date of mailing in the event of an electronic mail ballot.  A lack of response before the date specified in the ballot shall be considered a vote in favor of the amendment(s).

 

Article XI

Rules of Business

 

The business of OSA shall be conducted in accordance with the rules contained in the latest edition of ‘Robert’s Rules of Order’, provided that these rules do not contradict this Constitution and Bylaws, and/or the Statement of Rights.  Interpretation of any of the foregoing shall be conducted by the current General Counsel and/or Legal Advisor of OSA or, in the context of a General Body meeting, by the appointed Parliamentarian.  In the event of a dispute involving this Constitution and Bylaws, and/or the Statement of Rights, the decision of the Governing Board shall be final and binding.

 

 

Bylaws

 

Bylaw I

Membership

 

Section 1 – Statement of Rights

 

The OSA Statement of Rights and Privileges, setting forth the terms and conditions of OSA membership, including, but not limited to, member rights and obligations, shall be posted on OSA’s world wide website, hereafter referred to as “OSA Website”, and included with the written application for OSA membership, hereafter referred to as “Membership Application”.  Any and all OSA members, as well as applicants for OSA membership, must agree to the terms and conditions contained in the Statement of Rights.  The Governing Board has discretion to alter the Statement of Rights.  Should the Statement of Rights be revised in any way, the President shall notify the general membership of such revisions in writing via electronic mail, with a copy of the revised Statement of Rights attached, within two (2) weeks of implementation of such modifications.  Continued membership in OSA following any such revisions shall be deemed acceptance of the most recent Statement of Rights. 

 

 

 

Section 2 – Residence Requirements

 

All persons, eighteen (18) years of age or over, residing in the United States or Canada, and interested in Odisha and Odia culture shall be eligible for membership in OSA.  All prospective members must submit a Membership Application and pertinent fees, as set forth in the body of the Membership Application.  Membership shall be subject to the approval of the Governing Board, as set forth below.  OSA reserves the right to request verification of any information contained in a Membership Application.

 

As set forth above, and as described in the Statement of Rights, to be deemed a Voting Member, that member must maintain primary residence in the United States or Canada.  Members whose primary residence is outside the United States or Canada shall be deemed Non-voting Members.  To the extent a Voting Member’s primary place of residence changes to a location outside the United States or Canada, that individual shall be deemed a Non-voting Member until such time he or she re-establishes his or her primary residence in the United States or Canada.  Similarly, should an applicant for membership reside outside the United States or Canada, he or she shall be eligible for Non-voting Membership only, until such time he or she establishes his or her primary residence in the United States or Canada.  

 

Section 3 – Membership Categories and Fees

 

OSA’s membership categories and fees shall be set forth in the OSA Statement of Rights and Membership Application.  Fees for any given category of membership shall be identical regardless of Voting or Non-voting status.  As set forth above, only Voting Members, as delineated in the Statement of Rights, shall have voting rights and authority to participate in matters of business submitted to the general membership, including, but not limited to, elections, resolutions, and amendments to this Constitution.  Any changes to OSA’s membership categories and fees shall be subject to the approval of the Governing Board, and shall further be subject to the approval of Voting Members at the General Body Meeting by at least a simple majority of votes.

 

Section 4 – Membership Verification 

 

Within fifteen (15) days of the end of each calendar month, the Secretary and/or Treasurer shall review all Membership Applications, as well as any related fees, received during that month.  The Secretary and/or Treasurer shall determine whether each application meets all requirements for membership eligibility as set forth in the Bylaws and Statement of Rights.  The Secretary and/or Treasurer may request additional information and/or documentation for purposes of determining membership eligibility, including, but not limited to: photo identification, proof of age, and address verification.  Any such request shall be submitted to the applicant in writing within seven (7) days after reviewing an application.  Upon receiving a request for additional information, the applicant shall have fifteen (15) days to submit pertinent documentation, or the Membership Application shall not be processed. 

 

The Secretary and/or Treasurer shall have the right to reject a Membership Application for any reason including, but not limited to, failure to meet the requirements for eligibility as set forth in the Bylaws and Statement of Rights.  Should a Membership Application be rejected, it shall be submitted to the Governing Board, who shall then have the opportunity to review the Membership Application and may deem it acceptable.  Membership shall commence only upon acceptance of the Membership Application.  The Treasurer shall not deposit any application fees submitted with the Membership Application unless and until such Membership Application is accepted.   

 

Section 5 – Membership Revocation

Membership in OSA may be revoked on the basis of violation of the Statement of Rights or this Constitution and Bylaws, or if a member no longer meets the membership eligibility requirements as set forth in the Statement of Rights.   

Proceedings relating to revocation of OSA membership may be brought by written petition by any member of the Governing Board, or by at least twenty-five (25) Voting Members.  Such petition must outline in detail the basis for potential revocation, and must be submitted to the OSA President by registered/certified mail with return receipt requested, or by electronic mail addressed to the President and the Secretary.  Upon review and investigation, the Governing Board shall schedule a meeting so that the member in question may have an opportunity to oppose the petition before the Governing Board, hereafter referred to as a “Revocation Hearing”.  The Revocation Hearing shall be scheduled no sooner than twenty (20) days and no later than sixty (60) days after submission of the written petition.  Written notice of the Revocation Hearing, including the date, time, and location, shall be provided via U.S. and electronic mail.  In order for a Revocation Hearing to be valid, at least a quorum of the Governing Board must be present.  Upon hearing the member’s response to the petition, the Governing Board, in its sole discretion, shall determine whether revocation of OSA membership is warranted by at least a two-thirds vote of those members of the Governing Board present at the Revocation Hearing.  The Governing Board shall notify the President of its decision within two (2) business days.  The President shall then notify the member of the Governing Board’s decision in writing via U.S. and electronic mail by no later than two (2) weeks after the Revocation Hearing.  The decision of the Governing Board shall be final and binding. 

Bylaw II

Annual Convention

 

Section 1 – Host Chapter

 

The President, or equivalent elected representative, of any Local Chapter wishing to host an Annual Convention must submit a request in writing to the President of OSA at least one year prior to the proposed date of the Annual Convention. 

 

Upon receipt, the Executive Committee shall review and present any and all requests to host the next Annual Convention to the Governing Board.  Upon consideration, the Governing Board shall select the site for the Annual Convention by no later than the conclusion of the prior year’s Annual Convention.  The Local Chapter existing in the geographical territory of the Annual Convention site shall be considered the “Host Chapter”, and shall be responsible for all aspects of the Annual Convention.  At its discretion, the Host Chapter may appoint a Convention Committee for purposes of organizing the Annual Convention.

 

Section 2 – Convention Guidelines and Conveners

 

All aspects of the Annual Convention must comply with the written guidelines governing OSA Annual Conventions, hereafter referred to as “Convention Guidelines”.

 

The Host Chapter shall select a Convener for the Annual Convention.  Among other responsibilities, the Convener shall be required to print and distribute a printed copy of the literary magazine (hereafter referred to as “OSA Souvenir”) and directory of OSA members (hereafter referred to as “OSA Directory”) to all attendees.  Additionally, the Convener shall provide electronic copies of the OSA Souvenir and OSA Directory to all Voting Members.  Voting Members not in attendance may request that a paper copy of the OSA Souvenir and OSA Directory be sent to them via U.S. mail.  Any such request shall be submitted to the Convener in writing by no later than May 31st of the year of the Annual Convention, and shall be accompanied with payment for printing and shipping expenses.

 

The Vice President of OSA shall function as Co-convener of the Annual Convention, and shall coordinate all activities including, but not limited to, planning and preparations, the opening ceremony, the invitation of guests, and the distribution of OSA awards, as set forth below in Bylaw III.  Any activities of the Vice President relating to the Annual Convention shall be in consultation with the OSA President and Convention Convener.

 

The first day of the Annual Convention shall be devoted to development-oriented symposia. This may include, but shall not be limited to, Odisha Development, Higher Education in Odisha, Invest Odisha, and Odisha Culture and Heritage.  This portion of the Annual Convention shall be funded entirely by OSA, and accordingly shall not pose a financial burden on the Host Chapter.  The Annual Convention shall include at least one cultural segment dedicated entirely to Odia classical music and dance, including, but not limited to, Odissi, Chhanda, and Champu, for purposes of increasing interest in Odia culture. 

 

Section 3 – Convention Finances

 

The Annual Convention shall not be viewed as a means of raising funds for the Host Chapter.  The Treasurer of OSA shall supervise any fundraising efforts, collections, and expenses for the Annual Convention.  Before or during the Annual Convention, the Executive Committee shall appoint a three (3) member Convention Audit Committee for purposes of auditing any collections and expenses relating to the Annual Convention.  It is the responsibility of the Host Chapter President and convener to summarize any collections and expenses relating to the Annual Convention, and prepare a written list of any new members to have joined OSA during registration for the Annual Convention, and submit the same to the Treasurer and the Convention Audit Committee by November 30 of that year.  This written report shall be accompanied with a check for the amount due.  Upon review of this written report, the Convention Audit Committee shall prepare a summary of its findings for the Treasurer, who shall then distribute this report to the general membership via electronic mail within thirty (30) days of receipt.

 

Should the Host Chapter fail to meet its obligations under this Bylaw II, it shall not be permitted to host another Annual Convention for a period of ten (10) years.

 

Any additional requirements relating to the Annual Convention, including, but not limited to, any modification to the Convention Guidelines and/or any alteration to the provisions set forth in this Bylaw II are subject to the approval of the Governing Board. 

 

 

 

 

Bylaw III

OSA Awards

 

It is the responsibility of the Vice President to form an Awards Committee to present certain OSA Awards at the Annual Convention.  The eligibility criteria for OSA Awards and the awardee selection process are both set forth in the written guidelines governing OSA Awards, hereafter referred to as “Awards Guidelines”.  Any actions taken by the Vice President and/or Awards Committee in connection with OSA Awards, including, but not limited to, requesting awardee nominations, appointing judges for the selection of awardees, and documenting the outcome of the judges’ selection process in writing for submission to the Executive Committee, must comply with the Awards Guidelines.  Any additional requirements relating to OSA Awards, including, but not limited to, any modification to the Awards Guidelines and/or any alteration to the provisions set forth in this Bylaw III are subject to the approval of the Governing Board.

 

Bylaw IV

Election Procedure

 

Section 1

 

Prior to their one-year anniversary of taking office, the Executive Committee shall appoint a three (3) member Election Committee, one of whom shall be designated as the Chairperson.  All members of the Election Committee must be OSA Life Members, Patrons, or Benefactors.  Appointment of the Election Committee, including the Chairperson, shall occur during the next Annual Convention following the Executive Committee taking office, and shall be subject to the approval of the Governing Board.  No existing member of the Governing Board shall be eligible to serve on the Election Committee.  Appointment of the Election Committee, including the Chairperson, shall further be subject to the approval of Voting Members at the General Body Meeting by at least a simple majority of votes.  Appointment to the Election Committee shall be for a period of one year, i.e., until the end of the Elected Officers’ term in office.  Any alterations to Election Committee appointments during this one-year period shall require approval of the Governing Board by at least a two-thirds majority of votes.

 

Any and all actions taken by the Election Committee with respect to any given election, including, but not limited to, the roles and responsibilities identified herein, must be in accordance with the written guidelines governing OSA elections, hereafter referred to as “Election Guidelines”.

 

Section 2

 

It is the joint responsibility of the Secretary and Treasurer to prepare a list of Voting Members, as described in these Bylaws and the Statement of Rights, by December 31st of the year preceding an election year for submission to the Chairperson of the Election Committee.  Upon submission, this list shall serve as the exclusive record of individuals eligible to participate in the next election. 

 

Section 3

 

It is the responsibility of the Election Committee Chairperson to request nominations for the roles of the Elected Officers.  He or she shall do so in writing via electronic mail and in the OSA Newsletter published during the September-December quarter of the year proceeding an election year.  The format of the request for nominations shall be at the discretion of the Election Committee. A Voting Member shall not be deemed to have been validly nominated for the role of an Elected Officer unless he or she has been nominated by another Voting Member who is not in his or her immediate family.

 

Should there be multiple nominations for the role of an Elected Officer, it is the responsibility of the Election Committee Chairperson to prepare in writing a summary of the names and position statements of each candidate for a contested office, hereafter referred to as “Nominee Statements”. 

 

Section 4

 

The Governing Board shall make reasonable efforts to establish and promote electronic voting procedures.  Until such time as electronic voting is the exclusive voting format, it is the responsibility of the Election Committee to prepare paper voting ballots.  Ballots shall be sequentially numbered and/or coded such that each ballot number and/or code corresponds to an individual on the list of Voting Members.  Ballots shall be distributed to all Voting Members via U.S. mail by no later than the fourth weekend of March of the election year.  Paper copies of any Nominee Statements shall be included with the ballots.  The Election Committee shall open a Post Office box address to which ballots shall be returned by Voting Members.  Address information for such Post Office box shall be included on the face of the ballot.  It is the responsibility of the Voting Member to return his or her respective ballot via U.S. mail or Canada Post to the correct Post Office box, postmarked on or before the fourth Monday of April of the election year.  Any ballots not postmarked on or before this date shall be deemed invalid.

 

The Election Committee shall adopt reasonable measures to ensure the secrecy of the ballots.  Ballots shall be counted by the Election Committee by no later than the second Saturday of May of the election year.  Prior to counting the ballots, the Election Committee shall notify the candidates of the location and time the counting will occur.  Candidates and/or their representatives may attend the counting.  Upon completion of the counting, results of the election shall be announced to all those present. 

 

Election results shall be sent in writing to the President via electronic mail within one (1) calendar day.  The President shall subsequently submit the results to the Governing Board within two (2) calendar days.  Election results shall be published in a special newsletter by no later than May 30th of the election year. 

 

Section 5

 

All election materials shall be sealed and signed by each member of the Election Committee.  It is the responsibility of the Election Committee Chairperson to maintain and preserve these materials for no less than a period of six months following the completion of the counting of ballots. 

 

Section 6

 

The Election Committee shall prepare a detailed expense report relating to the election process.  This expense report shall be submitted to the Treasurer by no later than thirty (30) days after submission of the election results to the President.  It is the responsibility of the Treasurer to reimburse all valid expenses by no later than thirty (30) days after receipt of the expense report.  To the extent the Treasurer deems an item on the expense report to be invalid and/or ineligible for reimbursement, it is the responsibility of the Treasurer to set forth his or her determination in writing by no later than thirty (30) days after receipt of the expense report.  Should the Election Committee wish to dispute the Treasurer’s decision, it may appeal to the Governing Board in writing within thirty (30) days.  Any such appeal shall clearly set forth the Election Committee’s basis for seeking further review.  Upon reviewing the appeal, the Governing Board shall either confirm or overrule the Treasurer’s determination.  The decision of the Governing Board shall be final and binding.

 

Section 7

 

Should a current Elected Officer opt to run for a different elected position, that Elected Officer shall relinquish any election-related responsibilities set forth in these Bylaws.  Such responsibilities shall then be handled by an appointee of the Governing Board.

 

Section 8

 

Any alteration to the procedures set forth in this Bylaw IV shall be subject to the approval of the Governing Board, and shall be disseminated to all Voting Members in writing by no later than January 1st of the election year.

 

Section 9

 

Any allegation of election irregularity and/or fraud, including, but not limited to, violation of the procedures set forth in this Bylaw IV, shall be submitted in writing to the President and the Governing Board.  The Governing Board shall investigate the allegation and provide a written report of its findings within thirty (30) days of receipt of the written allegations. The decision of the Governing Board shall be final and binding.

 

Bylaw V

Duties & Responsibilities of the Executive Committee

 

Section 1 – Powers, Functions, & Removal of the President

 

The President shall be the chief executive officer of OSA, the Chairperson of the Executive Committee, and the Chairperson of the Governing Board.  The President, in consultation with the Governing Board, shall present a yearly plan of activities at the Annual Convention.

 

The President, with the assistance of other members of the Executive Committee, shall appoint members to at least the following OSA committees to conduct various functions: Advisory/Planning, Election, Finance, Odisha Development, Education, Cultural, and Convention Audit Committees. 

 

Should the President fail to perform his or her duties to the satisfaction of the general membership, he or she may be removed by a vote of no confidence.  A no confidence motion may be brought by a petition signed by at least 20% of all Voting Members, based on the annual membership list of that calendar year.  Any such petition shall be submitted to the OSA Secretary, who shall circulate the same among the members of the Governing Board within ten (10) days, and among the general membership within thirty (30) days from the date of receipt.  The Secretary shall collect votes on the motion from Voting Members via mail ballot by no later than thirty (30) days from the date of circulation of the petition, and shall announce the outcome of the vote in writing to the Vice President and Governing Board within seven (7) days of the deadline to receive votes.  A no confidence vote of at least two-thirds of all Voting Members is required to remove the President from office. 

 

In the event of resignation, removal, or death of the President, 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 Governing Board.

 

Section 2 – Powers, Functions, and Removal of the Vice President

The Vice President shall derive his or her duties from the President, and shall succeed the President in the event of his or her incapacity, removal, resignation, or death.  The Vice President shall also serve as the Co-Convener and official representative of the Governing Board at the Annual Convention. The Vice President shall further manage the nomination and distribution of OSA awards and appoint the respective judges.  The Vice President may also act in any additional capacity as delegated by the President.

Should the Vice President fail to perform his or her duties to the satisfaction of the general membership, he or she may be removed from office in the same manner as the President, as set forth in Bylaw V, Section 1 above.  In the event of resignation, removal, or death of the Vice President, the President shall nominate a successor for the remainder of the term, subject to approval by the Governing Board.

 

Section 3 – Powers, Functions, & Removal of the Secretary

 

The Secretary shall serve as the Secretary of the Governing Board.  The Secretary shall record the minutes of Executive Committee, Governing Board, and General Body Meetings, and remain the custodian of such meeting notes throughout his or her term, such that any such notes are maintained in reasonable order and can be transferred to the next Secretary upon conclusion of the term.  The Secretary, in conjunction with the Treasurer, shall be responsible for fundraising, membership drives, compilation of membership lists, and review and approval, if applicable, of membership applications.  A list of new members shall be published in the first issue of the OSA Newsletter, as described below, in each fiscal year.  Additionally, the Secretary shall coordinate development activities in Odisha by OSA members, provide administrative assistance for such activities through public and privately established non-profit organizations including, but not limited to, the NRO Cell/Center, established by the Government of Odisha.

 

Should the Secretary fail to perform his or her duties to the satisfaction of the general membership, he or she may be removed from office in the same manner as the President, as set forth in Bylaw V, Section 1 above, with the exception that a no confidence motion relating to the performance of the Secretary shall be presented to the President for further action.  In the event of resignation, removal, or death of the Secretary, the President shall nominate a successor for the remainder of the term, subject to approval by the Governing Board.

 

Section 4 – Powers, Functions, & Removal of the Treasurer

 

The Treasurer shall serve as Treasurer of the Governing Board, and shall have primary responsibility for preparing an annual budget in consultation with the President.  In addition, the Treasurer shall serve as Chairman of the OSA Finance Committee, which is responsible for all OSA investment decisions.  Further, the Treasurer shall present the complete financial report of the past year at the Annual Convention in the General Body Meeting, including, but not limited to, any and all records of collections and expenses from the prior Annual Convention.

 

The Treasurer, along with the Secretary, shall be responsible for fundraising, membership drives, compilation of membership lists, and review and approval, if applicable, of membership applications.  A list of new members shall be published in the first issue of the OSA Newsletter, as described below, in each fiscal year. 

 

Should the Treasurer fail to perform his or her duties to the satisfaction of the general membership, he or she may be removed from office in the same manner as the President, as set forth in Bylaw V, Section 1 above, with the exception that a no confidence motion relating to the performance of the Treasurer shall be presented to the President for further action.  In the event of resignation, removal, or death of the Treasurer, the President shall nominate a successor for the remainder of the term, subject to approval by the Governing Board.

 

Section 5 – Powers, Functions, & of the OSA Newsletter Editor(s)

 

The Editor(s) shall be appointed by the President, subject to the approval of the Governing Board.  The Editor(s) shall have primary responsibility for the content and publication of the OSA Newsletter at the conclusion of each quarter in the fiscal year.  Each Newsletter shall include, among other items, notes from the President and Secretary, a summary of Local Chapter activities, non-political news from Odisha, and a digest of Odia-American youth activities.  The Newsletter shall be distributed to the general membership in electronic form.  An Editor may be removed by the President.  In the event of resignation, removal, or death of an Editor, the President shall nominate a successor for the remainder of the term, subject to approval by the Governing Board.

 

Section 6: Powers, Functions, & Removal of the Joint Secretary

 

The Joint Secretary shall be appointed by the President, upon recommendation of the Secretary, subject to the approval of the Governing Board. The Joint Secretary shall derive duties from the Secretary, and assist in member recruitment, preparation of meeting minutes, maintenance of records, and any other activities deemed appropriate by the Secretary.  The Joint Secretary may be removed by the President, upon the recommendation of the Secretary.  In the event of resignation, removal, or death of the Joint Secretary, the President shall nominate a successor for the remainder of the term, subject to approval by the Governing Board.

 

Section 7: Powers, Functions, & Removal of the Joint Treasurer

 

The Joint Treasurer shall be appointed by the President, upon recommendation of the Treasurer, subject to the approval of the Governing Board.  The Joint Treasurer shall derive duties from the Treasurer and assist in member recruitment, preparation of the OSA budget, financial reports, maintenance of member records, and any other activities deemed appropriate by the Treasurer.  The Joint Treasurer may be removed by the President, upon the recommendation of the Treasurer.  In the event of resignation, removal, or death of the Joint Treasurer, the President shall nominate a successor for the remainder of the term, subject to approval by the Governing Board.

 

Section 8 – Powers, Functions, & Removal of the Public Relations Officer

 

The Public Relations Officer shall be appointed by the President, subject to the approval of the Governing Board. The Public Relations Officer shall derive duties from the Vice President including, but not limited to, leading and/or assisting in member communication, web page maintenance, preparation of public relations material, making public communications, and other activities to promote OSA.  The Public Relations Officer may be removed by the President.  In the event of resignation, removal, or death of the Public Relations Officer, the President shall nominate a successor for the remainder of the term, subject to approval by the Governing Board.

 

Section 9 – Powers, Functions, & Removal of the General Counsel and/or Legal Advisor

 

The General Counsel and/or Legal Advisor shall be appointed by the President, subject to the approval of the Governing Board.  The General Counsel and/or Legal Advisor shall serve in an advisory capacity to the Elected Officers and the Governing Board.  The General Counsel and/or Legal Advisor shall keep apprised of pertinent laws, regulations, and provisions, and advise upon what action may be necessary.  In addition, the General Counsel and/or Legal Advisor shall be responsible for the drafting of all written documents on behalf of OSA and serve as a liaison with any outside legal counsel retained to handle specific legal matters.  The General Counsel and/or Legal Advisor may be removed by the President.  In the event of resignation, removal, or death of the General Counsel and/or Legal Advisor, the President shall nominate a successor for the remainder of the term, subject to approval by the Governing Board.

 

Bylaw VI

Finances & Accounting

 

Section 1 – OSA Financial Information

 

It is the responsibility of the Treasurer to maintain any and all OSA financial information, including, but not limited to, monetary funds, accounts, investments, expenses, and charitable collections and expenditures (hereafter referred to as “Financial Information”).  The Treasurer may seek the assistance and/or cooperation of the Executive Committee and/or Governing Board for purposes of obtaining and maintaining records of OSA Financial Information. 

 

As stated in Article IX, each Local Chapter located in the United States shall submit a copy of its annual financial statement to the Treasurer by March 31st of each year.  As further stated in Articles IX and X, each Local Chapter shall submit a copy of its annual financial statement upon request from the Treasurer of OSA.  The Treasurer shall prepare OSA’s annual financial report by the start of the next fiscal year.  The Treasurer shall also prepare a separate expense report for publication in the OSA Souvenir and on the OSA Website, and for distribution to the general membership via electronic mail. 

 

Upon election of a new Treasurer, it is the responsibility of the prior Treasurer to transfer all Financial Information by no later than August 31st of the election year.

 

OSA Financial Information may be audited at the end of an Executive Committee’s term.  Such audit shall be initiated by the new Executive Committee, upon taking office.  Should a new Executive Committee opt to initiate an audit, the new President shall either appoint two (2) individuals from the general membership, or two non-members, to serve as auditors for this purpose, subject to the approval of Voting Members by at least a simple majority of votes. 

 

Section 2 – Finance Committee

 

Upon taking office, the Executive Committee shall appoint a three (3) member Finance Committee consisting of the Treasurer and two (2) other OSA Life Members, Patrons, or Benefactors, as defined in the Statement of Rights, neither of whom shall be members of the current Governing Board.  Appointment of the Finance Committee shall occur during the next Annual Convention following the election of the Executive Committee, and shall be subject to the approval of Voting Members at the General Body Meeting by at least a simple majority of votes.  Appointment to the Finance Committee shall be for a period of two years, i.e., for the duration of the Elected Officers’ term in office.  Any alterations to Finance Committee appointments during this two-year period shall require approval of the Governing Board by at least a two-thirds majority of votes.

 

Section 3 – OSA Assets

 

OSA assets, both monetary and intellectual property, including, but not limited to, its name(s); Constitution and Bylaws; Articles of Organization; trademarks, trade names, and trade dress; OSA logo; domain names; discussion group names; and historical information (hereafter referred to as “OSA Assets”), are the property of OSA, and do not belong to any member of OSA, member of the Executive Committee, member of the Governing Board, outside organizations, volunteers, or private individuals.

 

No portion of OSA’s earnings shall, at any time, go toward the personal benefit of any member of OSA, member of the Executive Committee, member of the Governing Board, outside organization, volunteer, or private individual.  Should OSA cease to exist, any and all assets shall first be applied toward any existing liabilities.  Any remaining assets shall be donated to charitable organizations having objectives similar to those of OSA, subject to the approval of Voting Members by at least a simple majority of votes.

 

Section 4 – OSA Operating Budget

OSA’s annual operating budget shall be limited to available revenue, including, but not limited to, its annual membership fees; fees collected at the Annual Convention; fees collected from conversion of OSA members to Patrons and/or Benefactors; funds raised by other means; and no more than twenty-five percent (25%) of any fees collected from new Life Members and 5-year Members, as defined in the Membership Application and Statement of Rights.  To the extent fees from new Life Memberships and 5-year Memberships are included in the operating budget, they must be allocated to “OSA Development”, to be defined as events and/or activities promoting OSA’s core mission, including, but not limited to, the Regional Drama Festival; Odia language propagation; Odissi, Champu, and Chaanda music; and Odia folk and Odissi classical dance.

Fifty percent (50%) of all Life Membership and 5-year Membership fees shall be invested for long-term growth, including, but not limited to, fixed deposit accounts.  All such investments shall be at the discretion of the Finance Committee, subject to the approval of the Governing Board, and shall be held in the name of OSA, to be controlled by the signatures of any two (2) of the three (3) members of the Finance Committee.  Any earnings from such long-term investments may be included in the annual operating budget.  Notwithstanding the foregoing, under special circumstances, a portion of Life Membership fees may be included in the annual operating budget, subject to the approval of the Governing Board.

The remaining twenty-five percent (25%) of all Life Membership and 5-year Membership fees shall be shared with the Local Chapter to which the member belongs, for purposes of chapter development.  Any and all such fees are to be spent at the Local Chapter level, not the National level.

 

 

 

Section 5 – Emergency Relief Fund

 

OSA shall maintain an “Emergency Relief Fund”, hereafter referred to as ERF. The circumstances necessitating disbursement from ERF and fund raising procedure will be as per “OSA fundraising and disbursement guideline” adopted by the Governing Board. Notwithstanding the provisions of Bylaw VI, Section 4, an amount of no more than $7000 from the ERF may be disbursed for a single individual or family based emergency situation. In case of natural disaster that affects Odisha, the Governing Board will decide the disbursement amount from the ERF by a simple majority. The expenditure of any portion of the ERF is subject to approval by the Governing Board upon a written request from the Executive Committee.

 

Section 6 – Expense Approval

 

In the event any one item of expenditure by OSA or by an Elected Officer exceeds $300, such expense must be approved by the President prior to reimbursement.  In the event any one such item exceeds $500 and not part of the annual budget, such expense must be approved by the Governing Board prior to reimbursement.  Approval shall be requested via electronic mail.  In the event a member of the Governing Board does not respond to a reimbursement request within two (2) weeks, it shall be assumed that the individual has approved the request. 

 

To the extent an OSA operational expenditure exceeds $10,000, such expense shall require pre-approval from Voting Members.  Not withstanding the foregoing, in the event of unforeseen circumstances, an expenditure exceeding $10,000 may be approved by the Governing Board. 

 

Bylaw VII

OSA Communications

 

Unless otherwise stated in this Constitution and Bylaws, all communications related to OSA business shall be electronic.  However, any Voting Member may submit to the Secretary a written request for paper communications.  Should the Governing Board opt to deviate from this policy for purposes of a specific instance, it must provide written notice on the OSA Website and written notification to the general membership at least thirty (30) days prior to such deviation.  The formal channels of communications for OSA may include, among other things, the OSA Website, the newsletter Utkarsa, and the electronic forum OSANet.  Any use of OSANet as a communication channel, be it by the Executive Committee, Governing Board, individual OSA Members, or the OSANet moderator, must be consistent with the written guidelines governing OSANet usage, hereafter referred to as “OSANet Guidelines”.  All rules and regulations governing OSANet, including, but not limited to, the selection, role, and tenure of the moderator of OSANet shall be set forth in the OSANet Guidelines.

 

Bylaw VIII

Voting Rules

 

Approval from the Governing Board shall be sought via electronic mail.  In the event a member of the Governing Board does not respond within two (2) weeks after a request for approval has been circulated to the Governing Board, and at least two reminders (including, but not limited to, those sent 7 and 10 days after the initial request) to vote citing this clause are sent to the member,  it shall be assumed that the Governing Board member has approved the request.

 

Approval from Voting Members may be sought via electronic mail or paper mail.  Any such request for approval shall set forth a designated time and manner for response to the request.  The designated time for response shall be no less than fifteen (15) days.  In the event a Voting Member does not respond within the designated time set forth in the request, it shall be assumed that the Voting Member has approved the request.

 

Bylaw IX

Grievance Hearing Process

 

Prior to taking office, the incoming Executive Committee shall nominate a three (3) member Grievance Handling Committee (GHC).  All members of the GHC must be OSA Life Members, Patrons, or Benefactors, as defined in the Statement of Rights.  Appointment of the GHC shall occur during the next Annual Convention following the election of the Executive Committee, and shall be subject to the approval of Voting Members at the General Body Meeting by at least a simple majority of votes.  Appointment to the GHC shall be for a period of two years, i.e., for the duration of the Elected Officers’ term in office.  Any alterations to GHC appointments during this two-year period shall require approval of the Governing Board by at least a two-thirds majority of votes.

 

Only Voting Members, as defined above and in the Statement of Rights, have standing to submit a grievance to the GHC.  Any and all grievances shall be submitted in writing, and shall outline in detail the nature of the complaint.  The GHC shall investigate the grievance and provide a written report of its investigation and proposed solution within sixty (60) days of receipt of the grievance.  Should the grieving party remain dissatisfied, it may appeal to the Governing Board in writing within thirty (30) days.  Any such appeal shall clearly set forth the underlying grievance, as well as the grieving party’s basis for seeking further review.  Upon reviewing the appeal, the Governing Board shall either confirm the GHC’s determination or request a new hearing before the GHC, within thirty (30) days of receipt of the appeal.  The decision of the Governing Board shall be final and binding.

 

Any member who initiates a legal proceeding without first following the procedures set forth above in this Bylaw IX shall be subject to disciplinary action, including, but not limited to, termination of OSA membership.   

 

Bylaw X

Unforeseen Circumstances

 

In the event of unforeseen circumstances, including, but not limited to, acts of nature; events preventing an Elected Official, member of the Executive Committee, or member of the Governing Board from performing his or her duties in a timely manner; and/or circumstances under which no guidance is available in this Constitution and Bylaws, but time sensitive challenges require immediate attention, the decisions of the Governing Board shall be final.

 

Bylaw XI

OSA Standards, Policy, & Rules of Business

 

Any documents pertaining to OSA standards, policy, and rules of business shall require approval by the Governing Board, and upon receiving such approval, shall be final and binding.  Additionally, any interpretation by the Governing Board of OSA standards, policy, and rules of business in organizational affairs shall further be final and binding.  

 

Any standards documents, including, but not limited to, those pertaining to member ethics, forms and procedural documents, and organizational position statements on issues, shall be prepared by the Governing Board in consultation with, and upon guidance from, the OSA General Counsel and/or Legal Advisor. 

 

Bylaw XII

Jurisdiction

 

Any legal matters involving OSA, including, but not limited to, those arising from this Constitution and Bylaws, shall be governed by and interpreted in accordance with the laws of the state of residence of OSA’s General Counsel and/or Legal Advisor.  Such individual(s) shall be announced at the General Body Meeting.  In the absence of a General Counsel and/or Legal Advisor, any legal matters shall be governed by and interpreted in accordance with the laws of the state of residence of OSA’s President.

 

 

Date Ratified: July 5, 2014