OSL By Laws
The International Order of
St. Luke the Physician
BYLAWS... Revised 2005, 2007, 2012 and 2014
“Empowering God’s people throughout the world with Jesus’ healing ministry.”
The objective of the International Order of St. Luke the Physician (OSL) is to bring about among all Christian clergy, medical personnel, and lay people, an increased understanding of spiritual healing and wholeness as an essential part of the teaching and practice of Jesus Christ as set forth in the New Testament. OSL encourages Christians to realize all believers may have an active part in Jesus’ healing ministry.
MEMBERSHIP AND MEETINGS
Section 1- Membership Categories
There are five OSL membership categories: Associate, Full, Life, Honorary and Participatory. The qualifications for these categories are as follows:
A. Associate Members
Those persons who have made application for membership but have not yet completed the required course of study for Full Membership, and whose dues are current.
B. Full Members
Those persons who have completed the required course of study and have been inducted under the rules of the OSL Handbook, and whose dues are current.
C. Life Members
Life Members shall be Full Members who have contributed a fixed sum to the work of the Order, such sum to be determined annually by the Board of Directors. Because of the savings of mailing costs, the board in its discretion may fix a reduced amount from two individual life memberships to a couple receiving OSL mailings at the same address.
D. Honorary Members
Those persons who, for reason of their service to OSL, and designated by action of the Board of Directors. Such members will not be subject to dues, will have the privileges of full membership and receive Sharing magazine. The list of such members will be reviewed annually.
E. Participatory Members
No person seriously desiring membership in OSL and able/willing to do the work of OSL, will be denied the privilege of membership due to an inability to pay membership dues. Chapters are encouraged and authorized to sponsor all or a portion of annual membership dues for such persons, thus enabling them to participate in chapter meetings and activities.
F. Only members as defined by this section shall be entitled to vote in all meetings and OSL elections at the National, Regional or Local level.
Section 2- Annual / Bi-Annual Meeting
The Annual / Bi-Annual Meeting of members will be at a time and place designated by the North American Director, with the approval of the Board of Directors. Notice of said meeting will be communicated to members at least 40 days prior to the appointed date, by publication in Sharing magazine. All members in good standing are entitled to attend and vote.
1. The business of the Annual / Bi-Annual Meeting will include:
a. Receiving the minutes of the last meeting.
b. Receiving the Report of the Treasurer, including a full report of the preceding fiscal year’s business together with the budget adopted by the Board of Directors for the current fiscal year.
c. Receiving the appropriate annual reports, including those of the North American Director and other officers.
d. Acting on proposals to amend or revise OSL Bylaws.
e. Receiving reports of any ballots since the last meeting of the membership.
f. Consideration of all other business as may properly come before the Annual / Bi-Annual Meeting.
2. The current issue of Robert’s Rules of Order will govern OSL in all cases to which they are applicable and in which they are not inconsistent with these Bylaws, any Special Rules of Order which OSL may adopt, or any statutes applicable to this organization.
Section 3- Special Meetings
Special Meetings of OSL membership may be called at any time by the North American Director, a Regional Director appointed by the North American Director to act for him/her, the President of the Corporation, or 50 or more OSL members in good standing. Notice of the time and place for such meetings will be designated by the Board of Directors and communicated at least 30 days in advance, by current, appropriate methods of communication.
Section 4- Quorum
Not less than 50 members in good standing must be present to constitute a quorum at any Annual / Bi-Annual or Special Meeting of OSL.
BOARD OF DIRECTORS
Section 1 - Powers and Duties
The Board of Directors will be responsible for and control the corporate affairs of OSL in accordance with the Articles of Incorporation, the Bylaws and the laws of the State of Incorporation. It will present a budget to the membership at the Annual / Bi-Annual Meeting.
Section2 - Number and Qualification
There will be eight but not more than nine members of the Board: the North American Director and seven, but not more than eight others, who must be Full Members of OSL in good standing for the preceding four years, and elected as provided in Section 3 of this Article. The Editor of Sharing magazine, the Executive Assistant to the North American Director and the Executive Chaplain, (if these latter two positions have been filled) and OSL Executive Director are authorized to participate in meetings of the Board with voice but without vote. If the North American Director is salaried, the Director may have voice but no vote.
Section 3 - Selection and Tenure
With the exception of the North American Director, who is elected as provided in Article IV, Section 1, members of the Board of Directors will be elected to four-year terms to begin in 2008. At the annual election, two directors will be elected for the full term; directors will be elected to fill vacancies which may exist for the remaining term of a director whose position has become vacant; and in addition, the Board may elect one or two Director(s) At Large to serve for four years. The nomination procedure for Board of Directors elections are follows:
a. Each year, a Nominating Committee of four Full Members will be appointed by the Board two of whom will be members of the Board, and two of whom shall be members of the North American Council of Regional Directors. The Board will designate the Chairman.
b. Seats on the Board of Directors will be designated by the date of the year in which their full term ends. One of the two seats for the term ending in 1988, and every four years thereafter, is hereby designated to be filled only by a qualified member of OSL who is a resident of Canada, only OSL members who are residents of Canada may be nominated for this seat. The Nominating Committee may nominate members of OSL who are residents of Canada for other seats in addition to the designated Canadian seat.
c. Unless the Board selects a different method of communicating to the Membership, the Board will publish in the January issue of Sharing magazine each year, a notice that recommendations for nomination to the Board will be received up to the first of April. At a minimum, each nomination will include: year of induction into OSL, Chapter and Regional activities within OSL, name of Church, activities in the healing ministry, and consent to serve if elected.
d. The Nominating Committee will exercise its judgment in selecting a slate of nominees, and may initiate recommendations in addition to those received under Part “c” hereof. As soon as convenient after April first, but not later than July first, the Nominating Committee will nominate at least two persons for each vacancy which is to occur on the Board in developing nominations, the Nominating Committee shall take into consideration: (1) the recommendations received from the membership; (2) the provisions of Part “b” of this Section concerning the designated Canadian seat on the Board, (3) the recommendations initiated by the Nominating Committee, and (4) the need for representation on the Board of different geographic areas.
e. As soon as feasible after the Nominating Committee has made its nominations, but not later than September first, the North American OSL Corporate office will cause a ballot to be distributed by mail or other appropriate current method of communication, to all current OSL membership. The ballot will furnish the biographical information for each candidate specified in this Section, will include space for a write-in candidate, and the date by which the ballot must be returned to a Certified Public Accountant or firm selected by the Board.
f. Upon expiration of the time prescribed for balloting, the OSL Corporate Office will request the Certified Public Accountant or accounting firm selected by the Board to count the ballots and attest the totals. Determination of those elected will be decided in accordance with the following guidelines. For a year when candidates for the designated Canadian seat is to be filled, the individual among the candidates for the designated Canadian seat who receives the highest number of votes will be elected to fill the full term for that seat. For other seats, the nominee or nominees receiving the highest number of votes will be elected. Other vacancies for partial terms will be filled by nominees receiving the next highest number of votes respectively, provided, that if partial term is for the designated Canadian seat, only members of OSL who are residents of Canada may be elected. The results of the election will be announced in the next regular issue of Sharing magazine. The terms of persons elected under this Section will begin at the first meeting of the Board of Directors following their election.
g. No elected Board members will serve more than two consecutive full terms. A member who has previously served two consecutive full terms will be eligible for nomination after a lapse of two years.
Section 4 - Vacancies
Vacancies will be filled by unanimous vote of the Board until the next annual ballot, at which time vacancies will be filled in accordance with Section 3 of this Article; provided that if the vacancy is in the designated Canadian seat, only a member of OSL who is a resident of Canada may be elected by the Board to fill the vacancy.
Section 5 - Meetings
The Board of Directors will meet at least once a year in addition to its meetings held in conjunction with the Annual / Bi-Annual Meeting of OSL. It will not meet during a meeting of the North American Council of Regional Directors or its Executive Committee. Any member of the Board of Directors may be removed for just cause. Notice of regular Board meetings, indicating time and place, will be sent to Board Members thirty days in advance by current method of communication. Minutes of all Board Meetings will be mailed to Board Members and all Regional Directors as soon as possible after conclusion of Board Meetings. Special meetings may be called by the North American Director, the President, or any four members of the Board, on ten days’ notice. Voting may be by appropriate, current methods of communication, with five votes required to carry a motion. If vote is taken by telephone conference call, each member must confirm vote in writing.
Section 6 - Duties and Powers
The corporate duties and powers of the Board of Directors are defined as follows:
a. To elect those persons to act as President, Vice President, Secretary, and Treasurer; to direct the business affairs of the corporation; to make contracts with employees or other persons, firms, or corporations; to conduct the affairs of OSL in accordance with the budget adopted according to Article VI, Section 2; to authorize the investment and reinvestment of the assets of the corporation, and to be responsible for the management thereof, and to require that the Treasurer and those appointed by the Board to handle the money of OSL be bonded by a recognized surety firm.
b. To support and implement policy and program as set by the membership, the North American Director, and the North American Council of Regional Directors.
c. To be responsible for the financial management of the OSL Resource Office, Sharing magazine and other subsidiary operations that may be created.
Section 7 - Quorum
A majority of the Board members will constitute a quorum for the transaction of business and a majority vote of the quorum shall prevail.
Section 1 - Election and Tenure
The officers of the corporation are the President, Vice President, Secretary, all of whom are Directors of the Corporation, and the Treasurer. The officers are elected for one year terms by a majority vote of the members of the Board, such terms to commence at the first meeting of the Board following the annual election. Each will serve until resignation or removal, or until a successor has been elected. The North American Director will be elected as provided in Article IV, Section 1. No person may hold more than one office at one time in the Corporation.
Section 2 - Chairman of the Council of Regional Directors
The Chairman of the Council of Regional Directors is the North American Director of OSL, and is responsible for leading and carrying out the objectives of OSL, subject to the control by the Board of Directors. The North American Director will preside at the Annual / Bi-Annual Meeting, other meetings of the membership, and fulfill all the duties of North American Director as set forth in these Bylaws; and when the occasion requires, is the principal spokesperson for OSL.
Section 3 - President
The President is Chairman of the Board of Directors and will lead the Board in fulfilling the corporate duties of the Board as set forth in Article II. The President will preside at meetings of the Board, will be a voting member on all committees of the Board, including the Executive Committee (if any), have the general powers and duties of business management necessary for conducting OSL corporate affairs, and will have such other powers and duties as may be prescribed by the Board or OSL Bylaws.
Section 4 - Vice President
In the absence or disability of the President, the Vice President will perform the duties of the President, and when so acting, will have all the powers and responsibilities of, and be subject to the restrictions upon, the President. The Vice President may have other duties as may be prescribed by the Board.
Section 5 - Secretary
The Secretary will keep, or cause to be kept, at such locations as the Board of Directors may direct, minutes of all meetings of the Directors, Annual / Bi-Annual Meetings, and special meetings of the general membership. These records will show the time and place of the meeting, whether regular or special, and, if special, how authorized and notice thereof given, the names of those present at meetings of the Board of Directors; the numbers of Members present at the Annual / Bi-Annual Meeting or any Special Meeting of the general membership; and the proceedings thereof. The Secretary will keep, or cause to be kept, at the location designated by the Board, the names of the Members of the corporation and the seal of the corporation. The Secretary will give, or cause to be given, notices of Annual Meetings, any special meetings of the general membership, and all meetings of the Board of Directors. The Secretary will cause ballots to be distributed by the OSL Corporate Office, and election results tallied as provided in Article II, Section 3, and Article IV, Section 1. The Secretary may have other powers and duties as may be prescribed by the Board, or the Bylaws. The records of the Secretary will be open to inspection by members of OSL. The Board may authorize the Secretary to secure an assistant to assist in performing the duties of the office.
Section 6 - Treasurer
The Treasurer will be a Full Member of OSL in good standing for the preceding three years. The Treasurer will keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation, including accounts of the assets, liabilities, receipts, disbursements, gains and losses. The books of account will (at all reasonable times) be open to inspection by any member of the Board of Directors. The Treasurer will deposit all moneys and other valuables in the name of, and to the credit of, the corporation with such depositories as may be designated by the Board; disburse funds of the corporation as may be budgeted and directed by the Board, will render to the President and the Directors on request, an accounting of all transactions by the Treasurer and the financial condition of the corporation; and may have other powers and duties to perform as may be prescribed by the Board of Directors or Bylaws. The Board may authorize the Treasurer to secure an assistant to assist in performing the duties of the office.
Section 7 - Commissions
Upon the recommendation of the Board of Directors or the North American Council of Regional Directors, the Board of Directors may appoint Commissions or Committees to assist in furthering the work of OSL. Such Commissions or Committees will have the duties which are established by the Board of Directors and will serve for such period of time as the Board may designate. The chairman of such Commission or Committee may be authorized by the Board to attend meetings of the Board, with voice but not vote, when attendance is needed for the work of such Commission or Committee.
NORTH AMERICAN DIRECTOR AND
NORTH AMERICAN Council of Regional Directors
Section 1 - The North American Director
A. Qualifications. The North American Director must be an ordained clergyperson and have been active as a Full Member of OSL for not less than the preceding three years, an acknowledged leader of spiritual, moral, and intellectual stature, whose mind and will are centered in commitment to Jesus Christ, Savior and Healer, Divine Son of God. The Director will be inducted into office at the Annual / Bi-Annual Meeting by the laying on of hands of Regional Directors, in the name of Jesus Christ.
B. Nomination and Election. In a year prior to the year in which the North American Director’s term is to end, the Nominating Committee provided for in Article II, Section 3, will screen candidates for the position of North American Director. Promptly after the first of November, but not later than the first of January, the results of their deliberations will be submitted to the North American Director and the President of the Board of Directors. The OSL Executive Director will distribute a ballot to all members of both the Board of Directors and the Council of Regional Directors. The Ballot will provide biographical information and the address (es) of the nominee (s). The ballot must be returned to the Certified Public Accountant designated by the Board of Directors no later than the first of March. Upon completion of the time prescribed, the Certified Public Accountant will count the ballots and attest the totals. When a ballot contains more than one name, the nominee receiving a plurality of all votes cast is elected. In the event a ballot contains only one name, that nominee must receive two-thirds of the votes cast by both the Council of Regional Directors and separately, the Board of Directors. The term of the North American Director-elect shall begin at the Annual / Bi-Annual Meeting, or summer Board of Directors meeting,(whichever occurs first) following the election.
C. Term of Office. The North American Director’s term of office is four years, except in the case of resignation, removal, retirement or death. The incumbent may succeed in office for one additional term. The North American Director may be removed from office for just cause. In the case of resignation, removal or death, a Regional Director, former Regional Director or former North American Director, designated by the current Board of Directors, may hold office until the election of a North American Director as provided in Section 1.B., above.
D. Duties and Responsibilities. The North American Director will act as Chief Missioner of OSL, and be primarily responsible for spiritual policy and leadership to include:
a. As Chief Missioner of OSL, conduct healing missions at large, and promote the work of OSL throughout the United States and Canada.
b. Set policy which meet the objectives of OSL.
c. Develop leadership.
d. Arrange for the preparation of teaching and training materials.
e. Appoint and re-appoint missioners (clergy and lay) and to provide for their training.
f. Encourage regional healing conferences and to spread the teachings of OSL.
g. Plan missionary outreach into areas untouched by OSL.
h. Plan outreach by appointment of denominational and non-denominational representatives, or in such other ways as are appropriate, and by providing promotional materials.
i. Provide guidance for Regional Directors through a quarterly newsletter or other manner as are appropriate. Encourage Regional Directors to provide guidance for Chaplains and Conveners.
j. Authorize appointment of clergy or qualified lay ministers who are members of OSL to serve as Chaplains. Non-members may be appointed Acting Chaplains until they join and are inducted into Full Membership.
k. Editorial policy of Sharing magazine.
E. Executive Assistant. The North American Director may appoint an Executive Assistant who, upon approval by the North American Council of Regional Directors, may serve under the direction of the North American Director, and perform such duties as the North American Director may assign to aid furthering the work of OSL. Any salary and expenses will be determined by the Board of Directors.
F. Executive Chaplain. The North American Director may appoint an Executive Chaplain who, upon approval by the North American Council of Regional Directors, will be a member of the Executive Committee of the North American Council of Regional Directors and serve under the direction of the North American Director to recruit and train chaplains, to nurture the work of the chaplains, and to assist the North American Director in other ways as assigned.
G. Annual / Bi-Annual Meeting. The North American Director, with the assistance of the Executive Committee of the North American Council of Regional Directors, is responsible for planning and arranging the Annual / Bi-Annual Meeting and accompanying healing conferences, and coordinate financial plans for the same, with the Board of Directors.
H. Directors Emeritus. With the concurrence of the North American Council of Regional Directors, the North American Director may appoint Warden or Directors Emeritus, depending upon the title previously held by such persons. Warden/Director Emeritus may hold healing missions and promote such missions among the Chapters.
I. Salary. The North American Director may be employed at a salary and expense account determined by the Board of Directors and in accordance with the budget.
Section 2 - Regional Directors
Unless the Bylaws adopted by an individual Region provide for a different method of nomination and election, candidates for Regional Director will be nominated by the Regional Council of a Region and elected by the members of OSL in good standing who reside within that Region. Each Region may select an appropriate method to distribute election ballot. Upon election, Regional Directors become members of the North American Council of Regional Directors. A Regional Director will be ordained clergy or a lay person, who has been active as a Full Member of OSL for not less than the preceding three years, an acknowledged leader of spiritual, moral, and intellectual stature, whose mind and will are centered in commitment to Jesus Christ, Savior and Healer, Divine Son of God. The nomination of the Regional Director must be approved by the Board of Directors. The term of office is three years, and the Regional Director may be re-elected one time. After a lapse of two years, a previous Regional Director is eligible to serve again. A Regional Director will take office one month following the Regional election, or at the Regional Conference next following the election, whichever occurs first. Should no election for a Regional Director be held by a Region, the North American Director may appoint an Interim Regional Director to serve until an election is held. A Regional Council should be formed to help in the work of each Region and to plan annual Region conference and business meeting.
Section 3 - The North American Council of Regional Directors
The North American Council of Regional Directors is composed of the North American Director, the President of the Board of Director’s, the Executive Chaplain (if any), the Regional Directors, and one delegate (clergy or lay) elected from each Region, to assist the North American Director in planning and implementing the spiritual program of OSL. The Council will be under the chairmanship of the North American Director, or an acting Regional Director who will perform the duties set forth in these Bylaws. The North American Director may appoint committees as needed for carrying on the work of the Council. The Council will meet immediately before, or immediately after, the Annual / Bi-Annual Meeting of OSL, or on call of the North American Director. The Council will include as members with voice but without vote, the Executive Assistant to the North American Director and the Editor of Sharing magazine. The North American Director will appoint an Executive Committee of the Council, one of whom may be the Executive Chaplain, and may call meetings of such Committee, to advise concerning all aspects regarding the work of the OSL, and to perform the duties set forth in these Bylaws. The Committee will appoint annually, a member to participate in meetings of the Board of Directors, as provided in Article II, Section 2.
REGIONS AND CHAPTERS
Section 1 - Regions
A. Regional Areas will be geographical divisions designated by the North American Director and the North American Council of Regional Directors, and under the direction of a Regional Director. Each region will hold an Annual Healing Conference and business meeting. In addition to electing the Regional Director, each Region will elect one delegate to the North American Council of Regional Directors, (clergy or lay person) for a three year term, so arranged that the Regional Director and the delegates are elected for different terms. Ballots for Regional Director and North American Council of Regional Directors delegates must provide more than one candidate for each vacancy to be filled. Elected delegates to the North American Council of Regional Directors will take office at the Annual / Bi-Annual Meeting following their election.
B. Each Region will be governed by its Regional Director and Regional Council, and will include the elected delegate to the North American Council of Regional Directors plus a representative from at least four chapters within the Region. Regional Directors and Regional Councils do not have the authority to incur financial obligations in the name of the Corporation. Regions and Chapters may not use the OSL Federal Tax identification Number.
C. Each Region will seek to fulfill the objectives of OSL, cooperating with neighboring Regions when feasible. Missioners from outside a Region, when sponsored by OSL, should have the approval of the Regional Director.
Section 2 - Chapters
An OSL chapter may be formed with a minimum of five current members, or five individuals who are joining OSL, plus a clergyperson or qualified lay minister to serve as chaplain. Regional Directors have authority to authorize the forming of a chapter. The objective of OSL is to have at least one chapter in every county. Each chapter will annually elect officers as may be needed, for terms set forth in the current OSL Handbook. All Chapter Officers will be members of OSL as defined by Article 1, Section 1. Guidelines for chapter operation are set forth in the OSL Handbook. A Chaplain may be an ordained minister or qualified lay minister who is a member of OSL in good standing, an acknowledged leader of spiritual, moral, and intellectual character, whose mind and will are centered in commitment to Jesus Christ as Savior, Healer, and Divine Son of God, and who accepts the “Basic Concepts of Christian Healing” as set forth by the OSL Handbook.
Section 3 - Duties of Chaplains
The Chaplain will conduct services of healing, officiate at services of induction, and serve as the spiritual advisor and leader for the chapter in matters of policy, program, and teaching. Chaplains serve as advisors for Associate Members and encourage active participation of Full members.
FINANCE AND MEMBERSHIP DUES
Section 1 - Dues
The dues for OSL membership are determined by the Board of Directors. A portion of these dues are (the amount determined by the Board of Directors) is remitted to the Regions.
Section 2 - Budget
The Board or its designee will prepare a budget for each fiscal year to be adopted by the Board of Directors. When circumstances warrant, the Board may authorize, during a fiscal year, changes in the budget for that year, or changes between line items in the budget, or expenditures above those originally approved. In preparing each annual budget, the Board will consider past annual expenditures, upcoming expenditures and anticipated income. Opportunity to discuss the annual budget will be provided at the Annual / Bi-Annual Meeting or other method provided by the Board of Directors.
Section 3 - Fund Accountability for North American Annual / Bi-Annual Conference
The following policy governs fund accountability for North American Annual / Bi-Annual Conference.
All surplus moneys generated following a Conference, (as shown by the financial statement to be provided to the OSL Corporate Office by the Host Region) will be distributed as follows: One-half to the OSL Corporate Office and one-half to be retained by the Host Region. Any loss will be assumed by the OSL Corporate Office.
Section 1 - Sharing Magazine
Sharing magazine is the official magazine for OSL members. The Editor of Sharing magazine, will be editorially responsible to the North American Director, and hired by the Board of Directors. The Editor’s contract is with the Corporate Board. There will be an Editorial Board for Sharing magazine to assist the Editor in determining policy, gathering material for the magazine, and promoting increased circulation. The Editorial Board will serve annually and consist of:
1. The North American Director, or the Director’s designee, who will be chairman.
2. A member designated by the Board of Directors.
3. One other member appointed by the Board of Directors from the North American Council of Regional Directors.
Section 2 - The Handbook
The OSL Handbook will be revised and/or edited when necessary by the North American Director. Additional handbooks may be developed as needed for special ministries.
Section 3 - Other Publications
Pamphlets, tracts and articles may be issued or approved by the North American Director and the Board of Directors.
CORPORATE RECORDS AND REPORTS
Section 1 - Records
The Corporation must maintain adequate and correct accounts, books, and records of its business and properties. All such books, records, and accounts will be kept at its principal place of business, as defined by the Board of Directors.
Section 2 - Inspection of Books and Records
All books and records provided for in Section 3003 of the General Corporations Code of California will be open to inspection by the Directors and members in the manner provided in said Section 3003.
Section 3 - Certification and Inspection of Bylaws
The original or a copy of the Bylaws, as amended or otherwise altered to date, certified by the Secretary of the Board of Directors, will be open to inspection by the members of OSL, as provided in Section 502 of the General Corporations Code of California.
Section 4 - Annual Financial Statement
A Certified Public Accountant, selected by the Board, will annually review and attest the financial record keeping of the OSL.
Section 1 – Checks & Drafts
All checks, drafts, or other orders for payment of money, notes, or other evidences of indebtedness, issued in the name of, or payable to the corporation, will be signed or endorsed by such person or persons and in such manner, as is determined by resolution of the Board of Directors.
Section 2 – Contracts
The Board of Directors, except as in the Bylaws otherwise provided, may authorize any officer or officers, agent, or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances. Unless so authorized by the Board of Directors, no officer, agent or employee will have any power of authority to bind the corporation by any contract or engagement, or to pledge its credit, or to render it liable for any amount.
Section 3 - Fiscal Year
The fiscal year of the corporation is January 1st through December 31st.
Section 4 - Emblem
The emblem of the Order is a cross with a circle, which together make an acrostic. The motto is in Latin, “Jesu esto mihi Jesus, dux, lux, rex, lex.” The Dux is always worn and shown at the top of the emblem. No person is authorized to use the emblem without the authority of the Board of Directors, as the emblem is a registered trademark with the United States Patent Office. Only the current North American Director, former North American Directors, and current and former members of the Board of Directors (elected and adjunct) may wear the gold or the gold and red enamel medallions.
Section 5 - Geographic Area
These Bylaws govern OSL North America only.
AMENDMENT OF BYLAWS
Except for provisions concerning (a) the number of members of the Board of Directors, their term of office and their manner of election, (b) the term of office and manner of election of the North American Director, and (c) the manner of amending the Bylaws, new Bylaws may be adopted, or current Bylaws may be amended or repealed by a two-thirds vote of both the North American Council of Regional Directors and separately, the Board of Directors provided the proposed changes have been submitted to those eligible to vote at least thirty days prior to the due date for the ballot. Provisions of these Bylaws which are included in exceptions “a”, “b”, and “c” above, may be amended or repealed, or new Bylaws adopted, by a majority vote of OSL membership voting by ballot distributed by an appropriate, current means of communication. Proposed changes must be submitted to the membership at least thirty days prior to the due date for said ballot. Any changes in the Bylaws adopted under the provisions of this Article become effective when the results of the ballot are announced.