Bylaws
ARTICLE I. NAME AND PURPOSE
1. The name of this organization shall be San Diego
Mensa.
2. San Diego Mensa is a local group of American
Mensa, Ltd. (AML), and is subject to the Constitution of Mensa, the Bylaws of
American Mensa, Ltd., and the resolutions adopted by the American Mensa
Committee.
ARTICLE II. MEMBERSHIP
1. Membership of San Diego Mensa shall be open to
all members of American Mensa, Ltd. in good standing in the geographic areas
assigned to San Diego Mensa by the American Mensa Committee, or as otherwise
assigned by American Mensa, Ltd.
2. Mensa members in good standing who are not also
members of San Diego Mensa are welcome to participate in the social activities
of San Diego Mensa, but may not vote or hold office, nor may they participate in
its business activities unless they be the national Ombudsman or his designate,
members of the American Mensa Committee in the discharge of their
responsibilities, or are invited to participate by the Board of Directors.
3. San Diego 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. ELECTED OFFICERS AND DUTIES
1. The governing body of San Diego Mensa shall be
the Board of Directors consisting of the following elected officers: President,
Vice President, Secretary, Treasurer, Development Officer, Member Services
Officer, and Activities Officer.
2. The President shall be the chief executive
officer, shall preside over business meetings, and shall be liaison with other
local groups and with American Mensa, Ltd. and the American Mensa Committee. The
President shall maintain liaison between the Board of Directors and the
Ombudsman, unless the President is the subject of an inquiry by the Ombudsman,
in which case the liaison for that inquiry shall be the Vice President.
3. The Vice President shall assist the President,
preside over meetings in the absence of the President, and succeed to the office
of the President if that office becomes vacant. The Vice President shall
maintain liaison between the Board of Directors and the Editor of the
newsletter.
4. The Secretary shall be responsible for keeping
minutes of the meetings of the Board of Directors and General Gatherings. The
Secretary shall make detailed minutes available to members of San Diego Mensa
upon request. The Secretary shall maintain the file of official correspondence
and the Standing Rules, including descriptions of officers' job duties and
operating procedures.
5. The Treasurer shall be responsible for financial
records of San Diego Mensa, including those of the newsletter of San Diego
Mensa, and shall submit to the Board of Directors a quarterly financial report
which shall also be published in the newsletter of San Diego Mensa. The
financial report shall contain schedules of income, expenses and balances for
all funds under the control of San Diego Mensa, including RG, scholarship and
other special funds. The Treasurer shall also present to the Board of Directors
a semi-annual inventory of all equipment owned by San Diego Mensa. The Treasurer
shall submit to the President at least quarterly, the actual statements from
banks and any other institutions where San Diego Mensa’s money is deposited, or
cause a statement to be sent directly to the President or the President’s
designee, who must also be a member of the Board of Directors. All accounts must
be separate accounts in the name of San Diego Mensa, and shall have more than
one signatory so that funds can be accessed in the temporary absence of the
Treasurer.
The incoming Board of Directors shall appoint, at its July
meeting, a committee of three or more members of San Diego Mensa to examine San
Diego Mensa's financial records and to verify its cash balances. The incoming
Treasurer shall be a member of the committee unless he or she has been involved
with the collection or disbursement of monies during the period being reviewed.
No person shall be on the committee who has been involved with the collection or
disbursement of monies during the period being reviewed. The financial review
shall take place during the month of July, and the results of the review shall
be presented to the Board of Directors at its August meeting.
6. The Activities Officer shall be responsible for
arranging for official San Diego Mensa activities, and shall coordinate with and
advise the officers and the Editor of these activities.
7. The Development Officer shall be responsible for
publicity, public relations, and recruitment programs.
8. The Member Services Officer shall be responsible
for programs of direct benefit to the members of San Diego Mensa.
ARTICLE IV. APPOINTED OFFICERS AND DUTIES
1. The Editor shall edit and produce San Diego
Mensa's newsletter, the San Diego MENSAN. The Board of Directors shall be the
publisher of the San Diego MENSAN. The Editor shall publish notices of meetings
and activities, required ballots, results of elections, proposed amendments to
the Bylaws and related discussions and ballots, minutes of business meetings,
the quarterly financial reports, and shall prepare and publish Post Office forms
as required. The outgoing Editor must turn over all files, equipment, and
materials in good order to the President or Vice-President no later than seven
days after the Editor leaves office.
2. The Ombudsman shall be the mediator of disputes
within San Diego Mensa. If the Ombudsman believes it is in the best interests of
San Diego Mensa and the parties involved, he may cause to be published in the
San Diego MENSAN an unedited report of any given dispute. The Ombudsman may be
removed from office by a two-thirds vote of the Board of Directors at two
consecutive regular Board of Directors meetings. The Ombudsman may also serve,
on request, to resolve disputes in other local groups of American Mensa, Ltd.
3. Additional appointed offices may be created as
deemed necessary by the Board of Directors. To create an appointed office, the
Board must name it, define its functions, and define its liaison to the Board of
Directors.
ARTICLE V. CONDUCT OF OFFICE
1. The terms of office of elected officers shall be
one year from July 1 to June 30, or until installation of a properly qualified
successor, except in case of resignation or removal from office as provided in
Article V, Section 7.
2. An elected officer who misses three regular
meetings of the Board of Directors shall be deemed to have resigned unless he or
she notifies the President or Secretary in writing to the contrary.
3. The term of office for all appointed officers
and positions expires at the end of the term of office of the current elected
officers. Appointed officers, positions, and committees are appointed by the
Board of Directors and may be removed from office by majority vote of the Board
of Directors unless otherwise stated herein.
4. No elected officer shall serve during more than
four consecutive terms on the Board of Directors. No elected officer shall serve
during more than two consecutive terms in any given elected office. A member who
is not eligible for office by reason of term limits may not be succeeded in
office by a family member or member of the same household.
5. Each officer shall maintain a notebook
containing the job description and detailed notes on the procedures of the
office.
6. All officers and appointees shall turn over all
files, equipment, and materials pertaining to their offices to either their
successor(s) or to another member of the Board of Directors no later than two
weeks after leaving office unless otherwise stated herein.
7. Elected members of the Board of Directors may be
removed from office for cause by recall election. A recall election may be
called by a petition citing the reason for such action and signed by 5% of the
membership of San Diego Mensa as listed on the most recent membership roster
provided by American Mensa, Ltd. The balloting provisions of a regular election
shall apply except that a recall election must be completed within 90 days of
presentation of a properly qualified petition at either a regular or a special
meeting of the Board of Directors, and the dates set forth in Article VII shall
be adjusted appropriately. In order to pass, a recall election must have the
approval of two-thirds of the votes cast in the election.
8. The Board of Directors shall select a
replacement for any Board of Directors member who resigns or who is removed or
recalled, or for an office to which no one has been elected, except for the
President. Such a replacement shall be considered an elected officer. If such a
replacement officer serves for less than six months, that period shall not be
considered a term when determining duration in office.
9. All elected officers and appointees shall be
members in good standing of American Mensa, Ltd. and of San Diego Mensa.
ARTICLE VI. MEETINGS
1. Regular meetings or activities shall be held at
such times as may be appropriate; however a regularly scheduled meeting of the
Board of Directors shall be held at least once a month and shall be open to the
membership. Such meetings shall be held within the geographical limits assigned
to San Diego Mensa by American Mensa, Ltd. Notice of regular meetings of the
Board of Directors, General Gatherings, and official activities shall be
published in the San Diego MENSAN.
2. A majority of all members of the Board of
Directors constitutes a quorum to transact business.
3. Special business meetings of the Board of
Directors may be called at any time by the President or by a number of elected
officers equal to a quorum of the Board of Directors, and shall be called by the
President upon presentation, to any member of the Board of Directors, of a
petition signed by 5% of the membership of San Diego Mensa as determined by the
latest membership roster provided by American Mensa, Ltd. The date, time, place,
and purpose of the special meeting shall be announced in the San Diego MENSAN or
by certified mail, postmarked not less than four days prior to the date of the
meeting, to all members of the Board of Directors. No business other than that
indicated in the notice may be acted upon. Special business meetings shall be
open to the membership.
4. A General Gathering of the entire membership
shall be called immediately prior to the August, November, February, and May
meetings of the new Board of Directors. Additional General Gatherings may be
called by the President or by a number of elected officers equal to a quorum of
the Board of Directors, and shall be called by the President upon presentation,
to any member of the Board of Directors, of a petition signed by 5% of the
membership of San Diego Mensa as determined by the latest membership roster
provided by American Mensa, Ltd. The date, time, and place shall be announced in
the San Diego MENSAN.
The General Gathering may make motions
expressing the sense of the members assembled. Such motions may commend,
deplore, and/or recommend. The General Gathering may make motions requesting
that the Board of Directors consider specific actions. Should any such motion
receive a majority approval, it shall be placed on the Board of Directors'
agenda as New Business for its next regular meeting. The General Gathering may
vote to recess to a time and place to be determined by those members present.
The time and place at which the General Gathering is to reconvene shall, if
publication schedule allows, be announced in the Mensan. The Chair shall notify
the editor within 24 hours of recessing of the time and place of reconvening.
ARTICLE VII. ELECTIONS
1. At its March meeting the Board of Directors
shall appoint an Election Committee. A member of the Election Committee may not
be a member of the Board of Directors nor a candidate in the upcoming election.
2. The April and May issues of the San Diego MENSAN
shall contain an announcement of the election calendar as defined in these
Bylaws, and the name and address of the Election Committee Chairman.
3. Nominations for specific offices shall be made
by petition signed by twenty-five (25) members of San Diego Mensa and delivered
to the Chairman of the Election Committee no later than May 5th. A signed
statement affirming the candidate's willingness to serve in the office shall
accompany each petition. Candidates may run for no more than one office in an
election. The Election Committee shall certify the eligibility of each
candidate.
4. The Election Committee shall formulate and cause
to be published those election rules and regulations not covered by these Bylaws
and the Standing Rules (see Article X.1).
5. Uncontested candidates shall be deemed elected.
If no offices are contested, there shall be no balloting.
6. Ballots for contested offices shall be printed
in the June issue of the San Diego MENSAN, or mailed to all members of San Diego
Mensa, but in either case postmarked no later than June 1st. Replacement ballots
may be obtained only from the Election Committee. Ballots shall be submitted to
the Chairman of the Election Committee and shall be received no later than June
20th. Ballots received after that date shall not be counted.
7. Counting of votes by the Election Committee
shall be open to observation by all members of San Diego Mensa, and the time and
location of the vote counting shall be published in the June issue of the San
Diego MENSAN. Counting shall be completed no later than June 27th. The method of
balloting and counting of votes shall preserve the secrecy of each member's
ballot.
8. A plurality of votes cast for each office shall
constitute election. In case of a tie, the Election Committee Chairman shall
determine the winner by the toss of a coin.
9. The Chairman of the Election Committee shall
immediately certify the results of the election to the President and shall have
the election results published in the next possible issue of the San Diego
MENSAN.
10. The outgoing President shall notify American
Mensa, Ltd. of the results of the election within two weeks after certification.
The incumbent President shall notify American Mensa, Ltd. of any changes to the
membership of the Board of Directors during its term within two weeks after the
change.
11. The election procedure (including challenge
procedure) established in the Standing Rules (see Article X.1) may not be
changed within three months before or after an election, whether for officers,
bylaw amendments, or both.
ARTICLE VIII. AMENDMENTS
1. Amendments to these Bylaws may be proposed by a
petition signed by 5% of the members of San Diego Mensa, using the most recent
membership roster provided by American Mensa, Ltd. Such proposals shall be
submitted to the American Mensa Committee for its approval, following which
approval they shall be published in the next issue of the San Diego MENSAN. A
mail ballot shall appear in the second issue of the San Diego MENSAN following
publication of the proposal. Balloting deadline shall be no less than 90 days
following the first publication of the proposed amendment(s) in the San Diego
MENSAN.
2. The Board of Directors shall name an Election
Committee which shall be responsible for conducting the election, receiving and
counting the ballots, and certifying the results. The Election Committee shall
determine, and cause to be published, those election rules and regulations not
covered by these Bylaws and the Standing Rules. To become effective, an
amendment to these Bylaws shall require an affirmative vote of two-thirds of
those casting valid ballots, as well as final approval of the American Mensa
Committee after filing of the revised bylaws with the Bylaws Committee of the
American Mensa Committee. After filing of the amended bylaws with the Bylaws
Committee after the membership has voted, the Bylaws Committee will notify the
President of San Diego Mensa of the effective date of the bylaws as amended.
ARTICLE IX. MENSA LOGO AND NAME
1. American Mensa, Ltd. (AML) has granted a royalty
free, non-exclusive license to San Diego 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 San Diego Mensa. American Mensa, Ltd.
retains full ownership of the mark and logo and all statutory and common-law
rights in the mark and logo.
ARTICLE X. STANDING RULES AND PARLIAMENTARY PROCEDURE
1. Standing Rules for the Board of Directors and
for those matters concerning San Diego Mensa which are not specified in these
Bylaws may be adopted by the Board of Directors and shall govern San Diego Mensa
in all cases to which they are applicable and not inconsistent with these
Bylaws. Motions not explicitly included in the Standing Rules expire at the end
of the term of the Board of Directors that passed them.
2. The rules contained in Robert's Rules of Order,
Newly Revised, latest edition, shall govern San Diego Mensa in all cases to
which they are applicable and not inconsistent with these Bylaws and the
Standing Rules.
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