We descendants of Osogbo, currently residing in the United States of America and desirous of promoting the community interests and development of Osogbo and its progeny in all aspects, hereby adopt this Constitution to govern the activities of our association.
ARTICLE 1: NAME
The name of the association shall be the OSOGBO PROGRESSIVE UNION USA, which shall be abbreviated as OPUUSA.
ARTICLE 2: PURPOSE
The purpose of the Association shall be to promote the community interests and development of Osogbo and its progeny in all aspects.
OPUUSA shall operate as a tax-exempt or not-for-profit organization. To achieve its purpose, OPUUSA may collect membership fees, solicit donations from the general public, apply for grants from governmental or non-governmental organization, and engage in fund raising activities that are consistent with its tax-exempt or not-for-profit status.
OPUUSA shall not engage in partisan politics, propaganda, campaign, or lobbying. OPUUSA may however engage in policy initiatives on a nonpartisan and nonsectarian basis, if such initiatives help further its purpose.
OPUUSA’s deliberations shall be conducted in Yoruba or English, except in public settings when English shall be the language of expression.
ARTICLE 3: POWERS
OPUUSA shall have all necessary and proper powers to lawfully carry out its purpose, consistently with its tax-exempt or not-for-profit status, including without limitation, the power to employ staff or remunerate any member, provided, however, that any remuneration or payment to any OPUUSA member shall conform with a conflict of interest policy that the National Executive Council shall adopt to protect OPUUSA’s interests when it enters into a transaction or arrangement that might result in undue excess benefit for the member.
The highest authority of OPUUSA shall be vested in the general membership, which may overrule by a two-third majority vote any decisions taken by the National Executive Council, the Executive Committee or any OPUUSA committees.
ARTICLE 4: MEMBERSHIP
Membership of OPUUSA shall be open to all adult descendants of Osogbo, without regard to race, gender, and political or religious affiliation, who subscribe to OPUUSA’s purpose, agree to abide by this Constitution or any amendments thereof, and pay OPUUSA membership fees.
All individual OPUUSA members shall pay annual membership fees, which shall be one hundred and twenty dollars ($120) at the time of adoption of this Constitution. The general membership may revise this amount by a two-third majority vote.
The dues and levies provided under Section 2 above shall be paid by each individual OPUUSA member to his or her local chapter for transmission by the local chapter to OPUUSA's National Account.
Any OPUUSA member in a State where there is no local chapter may elect to join a contingent local chapter or remit his or her dues and levies to the National OPUUSA account directly.
A member must be in good standing in order to have the power to vote at OPUUSA general meetings or to vote or be voted for during OPUUSA elections.
For the purposes of this Constitution, a OPUUSA member is in good standing if the member has paid membership fees and levies for the current or immediately preceding year and has attended at least one general meeting during the same period.
The General Membership may decide by a two-third-majority vote to confer Honorary Membership of OPUUSA on any individual who has contributed substantially to the advancement of OPUUSA or Osogbo. The recipent of such Honorary Membership shall not be entitled to vote or be voted for in OPUUSA elections or meetings. No more than two (2) Honorary Memberships shall be conferred in a given year.
ARTICLE 5: LOCAL CHAPTERS
If more than five (5) Osogbo descendant reside within a generally recognized metropolitan area where no local chapter of OPUUSA already exists, such individuals may apply in writing to the National Executive Council for recognition as a local chapter of OPUUSA and shall be recognized as such by a simple majority vote of the National Executive Council.
Local chapters may adopt constitutions or rules to regulate their own activities so long as no such constitutions or rules are inconsistent with this Constitution.
The President and Secretary of each local chapter shall represent the local chapter on the National Executive Council.
Local chapters shall be responsible to facilitate the collection of OPUUSA membership fees or levies from members of their respective chapters.
ARTICLE 6: DISCIPLINE
Members of OPUUSA shall conduct themselves with decorum at meetings and behave as good ambassadors of Osogbo and OPUUSA at all times.
Any member may be sanctioned for gross misconduct that reflect adversely on OPUUSA or Osogbo. The National Executive Council shall set up a committee to inquire into the alleged misconduct. The committee shall have 30 days from its inception date to give the accused member an opportunity to be heard and shall submit its findings and recommendations to the National Executive Council, which shall then determine, with a simple majority vote, the appropriate sanction, except that a member may not be suspended or removed from OPUUSA unless and until the National Executive Council, upon finding specifically that the misconduct warrants suspension or removal, submits the matter to the General Membership and the General Membership approves the suspension or removal by a two-third-majority vote.
ARTICLE 7: MEETINGS
All meetings may be conducted in person, telephonically or via video-conferencing or other electronic media, and participants may vote at such meetings without regard to their physical location at the time of the meeting.
A General Membership meeting of OPUUSA shall be held at least three (3) times in each calendar year. The General Secretary at the direction of the President shall consult with the Executive Committee and the National Executive Council to prepare and circulate an agenda for a General Membership meeting with reasonable notice.
The President, the General Secretary at the direction of the President, or a simple majority of the Executive Committee may convene an emergency General Membership meeting at any time.
A member in good standing may request an emergency General Membership meeting by sending a written request that sets forth the basis for the request to the President or the Secretary General, who shall then have fifteen days to callthe meeting or refer the request to the Executive Committee for approval or disapproval by a simple majority vote.
Unless any provision of this Constitution specifically states otherwise, issues arising at any meeting of OPUUSA, the National Executive Council, the Executive Committee or any OPUUSA committees, shall be resolved by a simple majority vote. Each member shall have one and only one vote at any such meeting, except that, in the event of a tied vote, the vote of the chairperson shall decide the issue subject to the vote.
Only members of the Executive Committee shall have the power to vote during meetings of the Executive Committee.
Only members of the National Executive Council shall have the power to vote during meetings of the National Executive Council.
Only members of OPUUSA committee shall have the power to vote during meetings of those committees.
A motion to vote on an issue must be seconded by another member before a vote is cast.
Fifty percent of the members with power to vote shall form a quorum at meetings of the National Executive Council, the Executive Committee and all other committees and sub-committees of the organization.
At least ten (10) members in good standing, including at least two (2) members of the Executive Committee, shall for a quorum at OPUUSA general meetings.
If no quorum is formed at any meeting, the meeting shall stand adjourned and shall be reconvened with reasonable notice and the members present at such reconvened meeting shall be deemed to form a quorum.
ARTICLE 8: MEETINGS
A national convention to which all OPUUSA members shall be invited shall be held, if possible, every two (2) years, in the month of July or August.
The Executive Committee shall prepare and present a comprehensive report of the activities of OPUUSA to the General Membership at each convention.
Venue for the Convention shall be on a rotational basis using the alphabetical order of the local chapters' names.
In the event the local chapter determined to host the convention on the rotational basis is unready and/or unwilling to host the convention, other local chapters shall have the right to host the convention in the same alphabetical order continuing from the local chapter unready and/or unwilling to host the convention.
ARTICLE 9: ELECTIONS
Elections of all Executive Committee members shall take place every two years at the National Convention if one is held. If however, a National Convention cannot be held as set forth in Article 8 above, elections of Executive Committee members shall be held at a General Membership meeting held in lieu of the Convention.
No less than 6 months prior to the elections date, The President with approval of the National Executive Council shall appoint an election committee to organize open and fair elections, during which members in good standing may vote in person, telephonically or via video-conferencing or other electronic media such as text messages or emails, without regard to their physical locations.
No less than 3 days prior to the elections date, the election committee, in consultation with the National Executive Council and the leadership of each local chapter, shall prepare and ultimately certify and publish to the General Membership a candidates' list and a voters' register consisting of members in good standing who are eligible to vote. Upon the certification, no changes shall be made to the candidates list or the voters' register until the elections are completed.
All members of the Executive Committee shall be elected to a two-year term of office by a simple majority vote of members in good standing.
A term of office shall start after the official proclamation of the election results in an election year and end after the official proclamation of the election result in the next election year. No person shall serve in the same Executive Committee position for more than two consecutive terms.
If a vacancy occurs on the Executive Committee at any time and for any reason, the Executive Committee may vote by simple majority to appoint any member of the organization who is in good standing to fill the position for the duration of the term with all privileges and rights of an elected officer. Regardless of its duration, such substitution term shall count as a full term for purposes of determining eligibility to run for office under the two-consecutive-terms limit provision of section 5 of this Article.
ARTICLE 10: EXECUTIVE COMMITTEE
An Executive Committee shall manage the affairs of OPUUSA. The Executive Committee shall consist of a National President (thePresident), a First Vice President, a Second Vice President, a National General Secretatry (the General Secretary), a National Assistant General Secretary (the Assistant General Secretary), a National Treasurer (the Treasurer), a Financial Secretary (The Financial Secretary), a National Public Relations Officer (the Public Relations Officer), a National Auditor (the Auditor) and two (2) ex-officio members.
Section 2: The President shall:
(a) Chair all General Membership meetings and all meetings of the Executive Committee or the National Executive Council, except that a two-third majority of the National Executive Council may appoint a disinterested member within its ranks to preside over a General Membership meeting or a meeting of the National Executive Council;
(b) Provide leadership to the Executive Committee, the National Executive Council and OPUUSA in general;
(c) Represent the Executive Committee and speak on behalf of OPUUSA at public functions and activities;
(d) Sign documents on behalf of OPUUSA, except that either the General Secretary or the Treasurer must co-sign OPUUSA checks;
(e) Keep members informed of OPUUSA's activities, and maintain working relations with donors; and
(f) Engage in other functions to achieve OPUUSA's purpose.
Section 3: The First Vice President shall:
(a) Assist the President;
(b) Carry out the functions of the President in the President's absence or incapacity; and
(c) Perform and other functions delegated to him or her by the President, the Executive Committee, the National Executive Council or the General Membership.
Section 4: The Second Vice President shall:
(a) Assist the President or the First Vice President;
(b) Carry out the functions of the President in the absence or incapacity of the President and the First Vice President; and
(c) Perform any other functions delegated to him or her by the president, the First Vice President, the Executive Committee, the National Executive Council or the General Membership.
Section 5: The General Secretary shall:
(a) Maintain an up-to-date membership register with members' contact information;
(b) Call General Membership meetings, Executive Committee meetings or National Executive Council meetings at the direction of the President, prepared agendas for such meetings in consultation with the President and maintain a record of delibrations and attendance at the meetings;
(c) Serve as a signatory of OPUUSA's accounts;
(d) Maintain the organization's official records;
(e) Perform any other functions delegated to him or her by the President, the Executive Committee, the National Executive Council or the General Membership.
Section 6: The Assistant General Secretary shall:
(a) Assist the General Secretary;
(b) Assume the duties of the General Secretary in the absence or disability or the General Secretary;
(c) Perform any other functions delegated to him or her by the President, the Executive Committee, the National Executive Council or the General Membership.
Section 7: The Treasurer shall:
(a) Be the Custodian of OPUUSA's funds, which shall be kept in one or more bank accounts with the President, the General Secretary and the Treasurer as account signatories;
(b) Pay all bills approved by the Executive Committee, the National Executive Council or General Membership;
(c) Ensure that all tax returns are prepared and filed as required under the law; and
(d) Perform any other functions delegated to him or her by the President, the Executive Committee, the National Executive Council or the General Membership.
Section 8: The Public Relations Officer shall:
(a) Publicize the activities of OPUUSA;
(b) Ensure that OPUUSA maintains a positive public image; and
(c) Perform any other functions delegated to him or her by the President, the Executive Committee, the National Executive Council or General Membership.
Section 9: The Financial Secretary shall:
(a) Keep an accurate record of all receipts and payment authorizations;
(b) Prepare all payment authorizations as approved by the Executive Committee, the National Executive Council or the General Membership and forward such authorizations to the President or the General Secretary for signatures;
(c) Prepare and present regular financial reports to the Executive Committee, the National Executive Council or the General Membership;
(d) Recover all monies or properties owed to OPUUSA, including, without limitation, dues, fines, or levies;
(e) Track delinquency in payment of OPUUSA fees and alert the Executive Committee or the General Membership to any financial delinquencies or improprieties; and
(f) Perform any other functions delegated to him or her by the President, the Executive Committee, the National Executive Council or the General Membership.
Section 10: The National Auditor shall:
(a) Conduct regular audits of the financial accounts or transactions of OPUUSA;
(b) Identify and promptly notify the President, the Executive Committee, the National Executive Council or the General Membership if he discovers any improper or unauthorized transactions; and
(c) Perform any other functions delegated to him or her by the President, the Executive Committee, the National Executive Council or the General Membership.
Section 11: Each ex-officio member shall:
(a) Assist the President or the Executive Committee as directed by the President; and
(b) Perform any other functions delegated to him or her by the President, the Executive Committee, the National Executive Council or the General Membership.
OPUUSA shall indemnify and hold harmless any OPUUSA member who sustains or incurs costs or expenses to defend any lawsuit or legal proceedings that is brought, commenced or prosecuted against the member for any act, deed, matter or thing whatsoever, made, done or permitted by the member in the scope of the member's official functions, except such costs, charges or expenses as are occassioned by the member's own intentional tort or grossly negligent conduct.
With the authorization of the National Executive Council, the President may form a committee to handle a specific project, appoint members to serve on any such committee, and specity the committee's terms or reference.
A Council of Elders consisting of senior OPUUSA members who are sixty years of age or older shall consider major unresolved issues within OPUUSA and make recommendations to the General Membership.
ARTICLE 11: NATIONAL EXECUTIVE COUNCIL
The National Executive Council shall comprise all current members of Executive Committee, the immediate past president of OPUUSA, and all current local chapter Presidents and Secretaries.
The National Executive Council May vote, by a two-third majority, to recommend removal from office of any of its members for gross dereliction of duty. The Matter shall then be promptly referred to the General Membership which may vote with a two-third majority to remove the member from the National Executive Council or Executive Committee office. If a representative of a local chapter on the National executive Council is removed pursuant to the provision of this section, the chapter may elect a replacement on the National Executive Council.
Section 3: The National Executive Council shall:
(a) Operate as the board of directors of OPUUSA with oversight responsibilities over the Executive Committee; and
(b) Formulate broad policies and priorities for OPUUSA in accordance with its purpose as set forth in Article 2.
ARTICLE 12: FINANCES
OPUUSA's fiscal year shall be from the first day of September of any year through the thirty-first day of August of the following year.
The general membership, by a two-third majority vote, may impose levies on members.
At least one bank account shall be opened in the name of the organization at a branch of an accredited bank or with such other financial institution as the Executive Committee may from time to time decide.
The President, the General Secretary and the Treasurer shall be signatories to OPUUSA's accounts and the signature of at least two signatories shall be required on all checks drawn from OPUUSA's accounts.
The Executive Committee must approve any expenditure exceeding $1000.00. OPUUSA is not permitted to incur any debt exceeding $5,000 without approval of the general membership by a two-third-majority vote.
ARTICLE 13: WELFARE
OPUUSA shall pay a sum of money to be determined by the General membership to the family of a deceased OPUUSA member.
The payment specified in Section 1 of this Article is only payable as specified if the OPUUSA member was in good standing in accordance with Article 4, Section 6 of this Constitution at the time of his or her passing away.
ARTICLE 14: AMENDMENTS
The Executive Committee may from time to time empanel a Consistution Review Committee to review the OPUUSA Constitution and recommend amendments. Before submitting its final recommendations to the Executive Committee, the Constitutional Review Committee shall open up its amendment proposals to the General Membership, the Executive Committee or the National Executive Council for comments. The comments period shall not be less than 30 days. The Constitution Review Committee shall thereafter consider all comments and prepare notes as to how each comment was considered amd treated in its final recommendations. Upon receiving the final recommendations from the Constitution Review Committee, the National Executive Council shall vote by a two-third shall then vote to ratify them by a two-third majority.
ARTICLE 15: OATH OF OFFICE
All elected officials of the association shall take the following oath of office:
"I..................... do solemnly affirm that I will support and abide by the Constitution of Osogbo Progressive Union USA, promote the interests and development of Osogbo and its descendants in all aspects, and faithfully and diligently discharge all duties incumbent me as the [insert tile] of OPUUSA to the best of my ability. So help me God."
ARTICLE 16: COMMENCEMENT
This Constitution shall be deemed to take effect from the 8th day of July 2017.
SUBSCRIBED TO by us on behalf of the entire members of OSOGBO PROGRESSIVE UNION, USA this 8th Day of July 2017.
Fatai A. Suleman, Esq. Dr. Wahab Adebisi
OPUUSA National President OPUUSA General Secretary