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
The Board intends to develop a formal Code of Conduct and other policies. All members of the Club are expected to abide by the Club’s Code of Conduct and other Club policies. 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. The Code of Conduct and other policies are not intended to be exhaustive, and members are expected to conduct themselves with decorum and decency at all times, even if specific actions are not expressly set forth in a policy or Code of Conduct.
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
· Social Media Manager
Other positions may be developed or substituted to this list from time to time by the Board to meet the needs of the Club. The roles of President and Vice President shall be held by different individuals, but one person may hold multiple other positions.
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.
Anyone desiring to stand for election to the Board must meet all of the following criteria:
· Be a primary (paid-Euphoria) member of the Club for a minimum of two consecutive years.
· Have sound written and spoken English.
· Be older than 21 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:
· Be a primary (paid-Euphoria) member of the Club for a minimum of five (5) years.
· Have previously attended the song contest at least twice.
· Not be a primary 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.
Removal or Resignation of a Board Member: A Board Member may voluntarily resign from the Board position. A Board Member may also be removed from the Board position in the following situations:
(i) The Board Member ceases to meet the requirements for Board membership described in this Section 5. Such removal shall be automatic, provided that in the event the failure to meet the requirements is inadvertent, the Board Member may be afforded an appropriate time (in the discretion of the Board) to cure the defect and retain Board membership.
(ii) The Board Member is removed from office for cause as described in this section. “Cause” for this purpose shall include repeated failure to fulfill duties as a Board Member or engaging in actions deemed by the other members of the Board to be egregious, contentious, unethical, negligent, illegal, or in violation of Club policies.
The process to remove a Board Member (the “Challenged Member”) under this paragraph (ii) shall be as follows:
(1) Another Board Member (the “Moving Member”) shall, at a formal Board meeting, move to invoke paragraph (ii) and remove the Challenged Member. In connection with this motion, the Moving Member shall provide details outlining the misconduct the Moving Member believes constitutes Cause.
(2) The Challenged Member shall have a period of no less than 2 weeks to submit evidence to refute the allegations of misconduct. This period may be waived by the Challenged Member in such member’s own discretion.
(3) The Board Members other than the Challenged Member and the Moving Member shall determine whether the allegations constitute Cause and shall determine whether to remove the Challenged Member. A decision to remove the Challenged Member must be unanimous by the Board Members other than the Challenged Member and the Moving Member.
Decisions under this section shall be final and not subject to appeal.
Board Vacancies
In the event that any position becomes vacant, through a resignation or removal of a Board member or other means, the Board shall have discretion on how to address the vacancy. The Board may adopt one or more of the following methods, or such other method as the Board deems appropriate under the circumstances:
(i) The Board may appoint an interim member to serve until the next regular election, or
(ii) The Board may determine that a special or by-election shall take place, or
(iii) The Board may allow the vacancy to continue until the next regular election.
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 choose to continue without filling the position, or the Board may determine that a by-election shall take place, or the Board appoint an interim candidate to serve until the next scheduled election.
The Elections Officer will provide a minimum of one (1) months’ notice of the election on the Club’s website and via email to all current Euphoria members. A minimum of two (2) weeks will be provided to members to solicit nominations from those wishing to stand in the election.
* In the case of a by-election option, the timeframes will be notably shorter and subject to the incumbent Board's discretion.
To nominate for election:, a member must
· meet the qualifications set forth above
· 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; and
· comply with other requirements, as may be determined by the Board or the Elections Officer; and
· refrain from using any of the club’s, or other member’s emails or personal, social media platforms to “campaign” (as described below);
Each candidate’s application will be made available to members, and a virtual meeting will typically be held to allow nominees to expand on this with members.
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.
Candidates for Board positions are expected to refrain from active campaigning other than by providing the statement described above and participation at one or more formal meetings organized by the Elections Officer. Specifically, candidates shall refrain from contacting members through email or social media to discuss matters related to their candidacy, to solicit votes, to make campaign promises, or otherwise. The foregoing restriction shall not apply to individuals with whom the candidate has a pre-existing social or familial relationship apart from the candidacy. The Elections Officer, together with members of the Board who are not candidates may develop rules and policies to implement the foregoing which shall be binding on all candidates. Violations of these rules and policies may result in the termination of the candidate’s candidacy as determined by the incumbent Board in consultation with the Elections Officer.
The Elections Officer shall determine the exact method of casting votes, ensuring that the method is fair and accessible. 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.
Voting is based on being elected to the board, not to a specific position. Once the board members have been elected, they will nominate for any particular position they may wish to undertake. If more than one board member nominates for a particular position, another election will be ran with the membership to decide who will be elected to the role. However, if only one candidate nominates for the role, then they will be automatically elected to the position.
For example, if one person nominates for President, that person will be elected to the role. If 2 people nominate for Vice President, then another voting process will be undertaken for members to elect which of the nominees they would like to hold the position.
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 or via email/chat. It is expected that, absent special circumstances, the Board shall meet 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 members upon written request. The Secretary will give all Board members a minimum seven (7) days’ notice of a meeting and provided an agenda, though this notice may be waived by the Board members and attendance at a meeting shall be deemed a waiver.
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, Club policies, communications, and any other matters the Board deems necessary or desirable, subject to the restrictions of Article 12. The Board may, but shall not be required to, seek non-binding advisory votes from members on matters. The President (or the President’s delegate) will chair the meetings. A minimum of three (3) board members (or if the current Board membership is less than three members, all incumbent 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. Decisions of the Board shall be binding and final on all Club members and not subject to appeal.
8. Annual General Meeting
An AGM for the Club will be held once a year. It is anticipated that the AGM will be held during the month of April, though the Board may select another time if deemed appropriate under applicable facts and circumstances.. The meeting will typically take place virtually through an online portal or other method of the Board’s preference. Members will be generally given a minimum twenty-one (21) days’ notice of the AGM via the Club’s official website and/or social media platforms.
All members may attend but only paid members will be eligible to vote on any resolutions at the AGM (if necessary). Where feasible, this will be done prior to the meeting using online voting options such as surveys or forms, 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.
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 authorized to operate the account in conjunction with another 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. The Club’s financial year shall run from 1st June to 31 May. The Club may not borrow money or incur debts, though this shall not prohibit members (including Board members) from incurring approved expenses on behalf of the Club and seeing reimbursement. All fund use shall be subject to Article 12 below.
10. Tickets
The Club is NOT a ticket agency. However, the Club 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 is anticipated to be published on the Club’s official website. This policy will generally 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) may be submitted to the paid members of the Club for ratification or advisory vote (in the Board’s discretion). If submitted, voting shall be done on a majority basis or by a majority of members not filing an objection after being given notice of a change to the Constitution.
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 may 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.