OGAE Rest of the World Constitution

Constitution – OGAE Rest of the World, Inc.

 

A Georgia Nonprofit Corporation

 1. Name, Form, and Constitution

The official name of the club is OGAE Rest of the World, Inc. (d/b/a “Oganisation Générale des Amateurs de l’Eurovision – Rest of the World”) hereafter referred to as OGAE ROW or the “Club.” The Club is a member of OGAE International.  The Club is a non-profit corporation organized under the laws of the State of Georgia in the United States of America.

This constitution governs the workings of OGAE ROW and will become valid once approved by the majority of members of the Board and ratified by a majority of paid members participating in a vote to be organized in accordance with the procedure set out in the “resolutions” section below. (Future) Changes to this constitution must be approved by a majority of the Board, with substantive changes to be approved by a majority of the membership by way of resolution. The official language of the club is English (both written and spoken).  This does not preclude the use of other languages within the OGAE ROW community.

The Club’s registered address is

OGAE Rest of the World, Inc.

Attn: Kyle R. Woods

Alston & Bird LLP

1201 West Peachtree St.

Atlanta, GA, 30309

USA

The Club shall communicate primarily through electronic means, including (without limitation) the use of a Club website and/or official Facebook page.  However, any formal written communication (for example but without limitation, service of legal process) shall occur at the address indicated above.  

2. Aim of the Club

Subject to the terms of Article 12 below, the aim of the Club is to bring together fans of the Eurovision Song Contest from those countries not represented by other clubs within OGAE International.

The Club is organized to support the cross-communication of fans of the song contest from around the world. In partnership with other clubs within the OGAE International family the Club is part of a broader network of Eurovision fans.  

3. Membership

Membership of the Club is open to any fan of the Eurovision Song Contest. The Club will develop a Membership Policy that will be agreed by a majority of members of the Board that will outline the Club’s membership categories, the cost of joining the Club, and the benefits that a member will receive from being a member of the Club. The Membership Policy will, at a minimum, be published on the Club’s official website and will be available to all members on request. The Membership Policy can only be amended through a majority decision of the Board.

Members can terminate their own association with the Club at any time in writing. The Board also reserves the right to terminate or refuse the membership of any person who repeatedly breaches the Club’s Code of Conduct. Membership fees will not be reimbursed to any member whose membership is terminated by themselves or Club management.

4. Code of Conduct

All members of the Club are expected to abide by the Club’s Code of Conduct. This document will be published on the Club’s social media accounts and on the official website and is available on request. The Board may make changes to the Code of Conduct from time to time.

5. Board

A Board, made up of five (5) paid members of the Club, governs the Club. The positions to be filled on the Board are:

·       President

·       Vice President

·       Secretary

·       Treasurer

·       Membership Manager

All positions of the Board will be filled through a vote of paid members. The term of each position on the Board will be no more than four (4) years, provided however that Board member positions shall be staggered such that no more than three members shall be up for election or re-election at any point in time.  Board members can stand for re-election at the conclusion of their four-year term.

To stand for election to the Board you must meet all of the following criteria. Candidates standing for election must:

·       Be a primary (paid) member of the Club for a minimum of three (3) consecutive years.

·       Have sound written and spoken English.

·       Be older than 25 years of age.

Additional criteria apply for the positions of President and Vice President. In addition to those stipulated above, candidates for these positions must also:

·       Have been a paid member of the Club for a minimum of five (5) years.

·       Have previously attended the song contest at least twice.

·       Not be a member of any other Club from OGAE International.

·       Be older than 30 years of age.

Being a Board member is strictly on a volunteer basis and no payment will be received for undertaking these duties.

6. Elections

Elections will be held a minimum of once every four (4) years. The incumbent Board will appoint a member to undertake the role of Elections Officer. The Elections Officer must be a paid member of the Club, but will be ineligible to stand for election for any position.

In the event that any position becomes vacant, through a resignation or other means, the Board may appoint an interim candidate to serve until the next scheduled election, or the Board may determine that a by-election shall take place.

The Elections Officer will provide a minimum of two (2) months’ notice of the election on the Club’s website. A minimum of one (1) month will be provided to members to solicit nominations from those wishing to stand in the election.

To nominate for election:

·      a member must have their nomination seconded by another paid member of the Club; and

·      a member must provide a summary (of a length to be determined by the Elections Officer) relating to their personal background and what they will bring to the Board.

·      a member must comply with other requirements, as may be determined by the Board or the Elections Officer.

In the event that only one member nominates for a particular position, there will be no election for that position and they will be deemed to be elected.

The Elections Officer shall determine the exact method of casting votes, ensuring that the method is fair and accessible. Where possible, individual votes will be cast electronically over the internet.

The Elections Officer will count and verify votes, advise candidates of the results, and post details on the Club website.

7. Board Meetings and Decisions

The Board has ultimate responsibility for the management of the Club. The Board will meet virtually (either via internet calls (eg. Skype) or via email/chat no fewer than four (4) times a year. The minutes of these meetings will be recorded by the Secretary and a summary of decisions disseminated to all members via the official website. The Secretary will give all Board members a minimum seven (7) days’ notice of a meeting and provided an agenda. The Board shall make all decisions and determinations concerning the operation and administration of the Club and shall be entitled to interpret this constitution and establish policies and procedures concerning all club matters, including (without limitation) matters of data privacy, Club finances, communications, and any other matters the Board deems necessary or desirable, subject to the restrictions of Article 12.  The President (or the President’s delegate) will chair the meetings. A minimum of three (3) board members is required for a quorum. A majority will pass all decisions. The President shall be a full voting member of the Board, but shall also decide any matter in the event of a tie.  

8. Annual General Meeting

An AGM for the Club will be held once a year, timed to coincide with the Eurovision Song Contest. The meeting will take place in the host city in the week leading up to the Eurovision Grand Final. Members will be given a minimum twenty-one (21) days’ notice of the AGM via the Club’s official website and/or social media platforms and the announcement will be accompanied by an agenda.

All members may attend but only paid members will be eligible to vote on any resolutions at the AGM (if necessary). This will be done by a simple show of hands, or other procedures promulgated by the Board. The President or the President’s appointed deputy shall chair the AGM and shall have the deciding vote in the event of a tie. Members unable to attend the AGM may appoint a proxy by sending a signed (individual), written instruction to the Secretary at least seven (7) days prior to the AGM on their proxy.  The Board may establish policies concerning the electronic signature, electronic copies, and other procedures concerning the submission of proxies, and all proxy submissions shall be subject to such policies.

Paid members can submit an agenda item and/or resolution for discussion at the AGM. These must be submitted no less than fourteen (14) days prior to the meeting, subject to other procedures promulgated by the Board.

9. Finances

Any money acquired by the Club, including donations, membership fees and other contributions, shall be paid into the PayPal account managed by the Treasurer. All funds must be applied to the objects of the Club and for no other purpose. The Treasurer will be authorised to operate the account in conjunction with one (1) other Board member (to be agreed by the Board) but subject to the requirement to use funds solely in connection with the objectives of the Club. Any income/expenditure shall be the responsibility of the Treasurer who will be accountable to ensure that funds are utilised effectively and efficiently. An annual financial report shall be presented to the AGM and be published on the Club’s official website. The Club’s financial year shall run from 1st June to 31 May. The Club may not borrow money or incur debts.  All fund use shall be subject to Article 12 below.

10. Tickets

Whilst the Club is NOT a ticket agency, it may be provided an allocation of tickets to the Eurovision Song Contest from OGAE International that members would be invited to purchase. The decision on which members are offered the opportunity to purchase the tickets will be determined based on the Club’s Ticket Policy. The Ticket Policy will be agreed by the Board and published on the Club’s official website. This policy will be reviewed annually.

11. Changes to the Constitution

This Constitution can only be changed through a vote of the Board, provided however that substantive changes (as determined by the Board in its discretion) shall be submitted to the paid members of the Club for ratification. This will be done on a majority basis.

Individual members can make submissions in writing to the Secretary for proposed changes, which will be submitted to the Board for consideration for discussion at a board meeting.  Feedback will be provided to the individual on the progress of their submission following the meeting.

12.  Purpose and Limitations

The following shall supersede any contrary provisions of this Constitution:

(a)       The Club is organized exclusively as a social club for pleasure, recreation, and other nonprofitable purposes within the meaning of Section 501(c)(7) of the United States of America Internal Revenue Code of 1986, or the corresponding section of any future United States federal tax code (the “Tax Code”), provided however that the Club may also engage in charitable and educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Tax Code.

(b)      No part of the net earnings of the Club shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the Club shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in paragraph (a) above.

(c)       No part of the activities of the Club shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Club shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.

(d)      The Club shall not discriminate against any person on a basis of race, color, religion or any other basis prohibited by applicable law.

(e)       Notwithstanding any other provision of this Constitution, the Club shall not carry on any other activities not permitted to be carried on (i) by a corporation exempt from United States federal income tax under Section 501(c)(3) and/or a social club exempt from federal income tax under Section 501(c)(7) of the Tax Code, or (ii) by a corporation, contributions to which are deductible under section 170(c)(2) of the Tax Code.