Manasota Mensa Bylaws

 

Effective Date:  May 2, 2017

ARTICLE I:  NAME AND PURPOSE

1.  The name of this organization shall be Manasota Mensa.

2.   Manasota Mensa is a local group of American Mensa, Ltd., and is subject to the Constitution of Mensa, the Bylaws of American Mensa, Ltd., and the resolutions adopted by the American Mensa Committee.  American Mensa, Ltd. Is herein abbreviated as “AML” and the American Mensa Committee as “AMC.”

3.  The purpose of Manasota Mensa is to provide a stimulating, intellectual and social environment for our diverse community.

ARTICLE II:  MEMBERSHIP

1.  Membership of Manasota Mensa shall be open to all members of AML in good standing in the geographic areas assigned to Manasota Mensa by the AMC, or as otherwise assigned by AML.

2.  Mensa members in good standing, as well as non-members of Manasota Mensa are welcome to participate in the social activities of the local group at the discretion of the host/hostess.  The National Ombudsman, his or her surrogate, the Regional Ombudsman and members of the AMC shall be permitted to participate in the business affairs of the local group in the discharge of their official duties.

3.   Manasota Mensa shall observe the preferences of members for data suppression and publication (as filed with AML) when publishing a local group roster or membership directory/register.

ARTICLE III:  OFFICERS AND DUTIES

1.  The governing body of Manasota Mensa shall be an Executive Committee (ExComm) which conducts the business of the local group. The ExComm consists of the following elected officers: Local Secretary (LocSec,) Deputy LocSec, and Treasurer plus one additional member elected at-large for every 200 members of the local group or fraction thereof.  Also included are four officers appointed by the ExComm (Program Coordinator, Recruitment and Testing Coordinator, Publicity Coordinator, and Membership Coordinator).  The term of office of elected and appointed officers shall be one year from January 1st to December 31st, or until installation of a properly qualified successor.  Exceptions are for resignation, succession to higher office as provided in Article III, section 6 or 20, failure to maintain membership, or removal from office as provided in Article III, sections 18, 19, and 20. All local group officers, whether elected or appointed, must be current members in good standing of AML.  An officer is defined as any person given a title with specific responsibilities.

2.  ExComm members shall be appointed according to election procedures (Article V).  The LocSec shall appoint other officers identified in Article III.1.

3.  All appointed officers are non-voting.  All voting members of the ExComm must also be current members in good standing of Manasota Mensa.

4.  Conflict of interest rules stated in the Bylaws of American Mensa for the AMC shall also be applicable to the local group and the ExComm.  At their first meeting after the yearly election, members of the newly elected ExComm shall select from among themselves their LocSec, Deputy LocSec, and Treasurer.  No member of the ExComm shall hold more than one vote, no matter how many positions he or she holds.

5.  The LocSec shall be the chief executive officer of Manasota Mensa and the liaison with other local groups and chief point of contact with AML.  The LocSec agrees to communicate information to and from the group in a timely fashion.  The LocSec shall notify AML (through the National Office) and the Regional Vice Chairman for the local group within two weeks of the results of elections, and of changes in officers of the local group.

6.  The Deputy LocSec shall assist the LocSec, preside over meetings in the absence of the LocSec, and shall succeed immediately and automatically to the office of LocSec if that office becomes vacant.  The Deputy LocSec shall also be responsible for taking and maintaining minutes of the ExComm meetings.

7.  The Treasurer shall be responsible for financial matters of Manasota Mensa, including the finances of the local group newsletter, and shall submit to the ExComm a semi-annual financial report which shall be published in the local group newsletter.  The financial report shall contain schedules of income, expenses, and balances for all funds under the control of the local group.  This shall include a Regional Gathering (RG), scholarship and other special funds.  The Treasurer’s report shall maintain a listing of all equipment owned by the local group.  The Treasurer shall ensure that the local group complies with all Federal financial reporting requirements. The Treasurer shall, if necessary, assist the newsletter Editor in the preparation and submission of any postal forms that might be required.  At least quarterly, the Treasurer shall submit to the LocSec or his or her designee the actual statements from banks and any other institutions where the group’s money is deposited.  He or she shall also cause a statement to be sent directly to the LocSec or his or her designee, who must also be a voting member of the ExComm.  All accounts must be separate accounts in the name of the local group, and shall have more than one signatory so that funds can be accessed in the temporary absence of the Treasurer.  The Treasurer shall be one of the signatories on all accounts.

8.  The Members at Large shall perform such duties as are assigned by the ExComm.

9.  The Program Coordinator shall be responsible to arrange for local group activities and shall coordinate with and advise the Editor and other officers of these activities.

10.  The Recruitment and Testing Coordinator shall be responsible for recruitment and testing programs.

11.  The Publicity Coordinator shall be responsible for publicity and public relations.

12.  The Membership Coordinator shall encourage individuals who have qualified for membership to join, welcome new, transfer and reinstating members and foster member retention.

13.   The Publications Officer shall be responsible for the local group newsletter and shall, with the consent of the ExComm, appoint the Editor.  The Publications Officer may also serve as the Editor.  Any publications bearing the name of Manasota Mensa must be approved by either the Publicity Coordinator or the Publications Officer.

14.  The Editor shall edit the local group newsletter.  The Editor shall, at a minimum, publish notices of meetings and programs, required ballots, results of ExComm meetings and elections, amendments to the Bylaws and related discussions and ballots, and the semi-annual financial reports.  He or she shall also prepare and publish Post Office forms if required.  An outgoing Editor must turn over all files, materials, computer software, passwords, and equipment in good order to the incoming Editor no later than 15 days after leaving office.

15.  The ExComm shall be the official newsletter publisher.  It shall publish a printed newsletter, which is the group’s official printed publication, at least quarterly.  If an electronic version of the newsletter is created, the local group shall observe the preferences of members regarding how their newsletters are to be delivered (electronically or printed), as filed with AML.  The ExComm may, at its discretion, send printed copies of the newsletter in addition to the electronic version to members who would otherwise get only the electronic version.

16.  The ExComm shall appoint an Ombudsman.  He or she shall pursue local resolution of disputes within the local group and shall be an arbitrator to pursue resolution of disputes in other groups.  The Ombudsman shall also perform such duties as may be required of all local group Ombudsmen by American Mensa.  The Ombudsman may not be a member of the ExComm.  The Ombudsman, the Regional Ombudsman, and the National Ombudsman may submit material to the Editor marked “for publication” that relates to his or her official duties.  Anything so marked shall be given the highest practical priority for publication in the newsletter.

17.  Appointed positions of the local group may include, but are not limited to, Area Coordinators for outlying groups of members and coordinators for other activities as deemed necessary.

18.  Elected or appointed members of the ExComm may be removed from office for cause by unanimous vote of all other ExComm members, or by recall election.  A recall election may be called by a petition citing the reason for such action, signed by at least 10% of the local group membership as listed on the most recent membership roster provided by AML, and presented at a regular or special meeting of the ExComm.  The balloting provisions of a regular election shall apply, except that a recall election must be held within 60 days of presentation of the petition, and the dates set forth in Article V shall be adjusted appropriately.

19.  Any voting member of the ExComm may be removed from office for two consecutive unexcused absences at ExComm meetings.  This shall require a majority vote of the remaining members.  A majority of the remaining members may excuse an absence.  No voting member of the ExComm may vote on a motion to remove himself or herself.

20.  The ExComm shall select a replacement for any ExComm member, other than the LocSec, who resigns, is removed or recalled, or moves up to the position of LocSec in accordance with Article III, section 6, or creates a vacancy in any other way.  A replacement for an elected officer is considered to be an elected officer whose term of office ends with the next regular election.

21.  All elected and appointed officers shall turn over all files, equipment, computer software, passwords, and materials pertaining to their offices to either their successor, the current LocSec, or to another member of the ExComm no later than four weeks after leaving office unless stated otherwise in these Bylaws.

22.  An annual financial review shall be conducted each year at approximate 12 month intervals.  The ExComm shall appoint someone to conduct the review who was not involved in the issuing or collecting of money during the period being reviewed.  The review shall include viewing statements from banks and any other institutions where the group’s money was held during the period being reviewed.

ARTICLE IV:  MEETINGS AND ACTIVITIES

1.  Regular meetings or activities may be held at such times as may be appropriate.  However, a regularly scheduled meeting of the ExComm and a membership activity must be held at least once a quarter.  Notice of meetings and activities shall be published in the newsletter or otherwise sent to each member, the Regional Vice Chairman (RVC), and the National Office.

2.  Special ExComm meetings may be called at any time by the LocSec or by a majority of the ExComm.  Such special meetings shall also be called upon receipt by any member of the ExComm of a petition made in writing and signed by at least 10% of the membership of the local group as listed on the most recent membership roster provided by AML.  The date, time, place and purpose of the special meeting shall be announced in the newsletter (or by direct mail to each member, the RVC, and the National Office) if practical.  It shall be reported in the newsletter afterward.  No business other than that indicated in the notice calling the meeting may be acted upon.

3.  A simple majority of all voting members of the ExComm constitutes a quorum to transact business at both regularly scheduled and special meetings of the ExComm.  Any tied votes are considered not passed.

4.  Any one or more members of the ExComm may participate in a meeting of the ExComm by means of telephone, online conference, or similar communications equipment which allows all persons participating the meeting to communicate with each other at the same time.  Participation by such means constitutes presence in person at the meeting.

5.  All meetings of the ExComm shall be held within the geographical limits of the local group as assigned by AMC.

ARTICLE V:  ELECTIONS

1.  The ExComm shall appoint a Nominating Committee consisting of three members no later than August 1st before the upcoming election. The ExComm shall also appoint the Chairperson of that Committee.  It shall notify the membership of the members/Chairperson of the Nominating Committee in the next available newsletter. That Committee shall, no later than the deadline for the September newsletter issue, nominate one or more candidates for each elected seat on the ExComm.  The number of seats on the ExComm for the upcoming election shall be determined by applying the formula in Article III, Section 1 of these Bylaws to the most recent membership roster provided by AML.  The Nominating Committee shall cause the names of the nominated candidates to be either published in the September issue of the newsletter or mailed by post or electronically to all members of the local group prior to September 1st.

2.  The ExComm shall appoint an Election Committee of three members no later than August 1st before the election.  It shall also appoint the Chairperson of that Committee.  The Election Committee shall be responsible for conducting the election, creating the ballot, receiving and counting the returned ballots, and certifying the results.  The term of the Election Committee expires on January 31st following the election.  The Election Committee shall determine those election rules and regulations not covered by these Bylaws.  It shall cause them to be either published in the October issue of the newsletter or mailed by post or electronically to all members of the local group no later than October 1st.  In so doing, the Election committee shall strive to maintain the anonymity of voters.

3.  No member of the Nominating Committee or Election Committee may be a voting member of the ExComm or a candidate in the upcoming election.  The same members may comprise both the Nominating and Election committees.

4.  Additional nominations may be made by petition signed by ten members of the local group and delivered to the Election Committee Chairperson no later than October 15th.

5.  The Election Committee shall create the ballot for each elected seat on the ExComm for the November newsletter before the submission deadline.  Ballots shall contain the names of all nominated and petition candidates in random order.  The ballot shall include spaces for write-in candidates.  Ballots shall be printed in the November issue of the newsletter, including in the electronic version of the newsletter, or mailed by post or electronically to all members of the local group.  In any case ballots shall be posted no later than November 1st.  Ballots must be returned to the Election Committee no later than November 30th to be valid.  Ballots received after that date shall not be counted.

6.  If the number of nominees does not exceed the number of vacancies on the ExComm, and if no nominations are received by petition by October 15th, the nominees will be declared elected by acclamation.  No ballots need be printed nor an election held.

7.  Ballots may be returned by mail, electronically, or in person.  All members must be allowed to participate by postal mail at all stages of the election process if they so choose.  The Election Committee shall meet in public no later than December 7th to count the ballots.  If a voter does not follow the rules for submitting ballots in such a way as to compromise confidentiality, but the ballot is otherwise acceptable, the ballot shall be counted and the voter shall be deemed to have waived confidentiality.  A plurality of valid votes cast for each ExComm position shall constitute election.  The Election Committee Chairperson shall flip a coin to decide any tied votes.  The Chairperson shall certify the results of the election to the LocSec and shall have the results published in the next possible issue of the newsletter.  The Election Committee Chairperson shall preserve the ballots for inspection by any member of Manasota Mensa until January 31st following the election.

8.  If any elected ExComm member declines or is unable to serve prior to the beginning of his/her term, the candidate receiving the next highest vote count shall fill the vacancy on the ExComm.  If no such candidate exists, the incoming ExComm shall appoint a replacement.

9.  Challenges to the election must be made in writing to the Election Committee Chairperson and received by January 15th following the election.  Such challenges must be ruled on by January 31st following the election.  The outcome of any such challenge shall not affect actions by the ExComm while a challenge is pending.

ARTICLE VI:  AMENDMENTS

Amendments to these Bylaws may be proposed by the ExComm or by a written petition signed by twenty members of the local group and received by any member of the ExComm.  Such proposals shall first be submitted to the AMC Bylaws committee for approval to ballot.  After receiving approval to ballot, the proposed amendment(s) shall be published in the next issue of the local group newsletter.  A ballot shall be published in the issue of the newsletter that follows publication of the proposal and shall be sent to every member of the local group.  Ballots may be returned by mail, electronically, or in person.  All members must be allowed to participate by postal mail at all stages of the amendment process if they so choose.  The balloting deadline shall be no less than 90 days following the first publication of the proposed amendment(s) in the newsletter.  To become effective, an amendment to the bylaws shall require an affirmative vote of a majority of those casting valid ballots, as well as final approval of the AMC and filing of revised bylaws with the Bylaws Committee.  The Bylaws Committee will tell the local group the effective date of the amended bylaws.

ARTICLE VII: MENSA NAME AND LOGO

AML has granted a royalty-free, nonexclusive license to Manasota Mensa for the use of the mark “Mensa” and a logo consisting of a globe over a stylized “M” within a border in connection with the non-commercial uses of Manasota Mensa.  AML retains full ownership of the mark and logo and all statutory and common law rights in the mark and logo.

ARTICLE VIII:  AUTHORITIES

1.  The rules contained in Robert’s Rules of Order, Newly Revised, latest edition shall govern the local group in all cases to which they are applicable and not inconsistent with these bylaws.

2.  The Minimum Standard Bylaws for Local Groups of AML are implicitly included in these bylaws.  The minimum requirements are enforceable even if they are not explicitly contained in the bylaws.  If there is a conflict between these bylaws and the Minimum Standards, the Minimum Standards take precedence.