Bylaws

As amended 6/6/2010

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, at the discretion of the host or hostess, 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 San Diego Mensa’s 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, which conducts the business of San Diego Mensa, shall be the Board of Directors consisting of the following elected officers: President, Vice President, Secretary, Treasurer,  Activities Officer,  Development Officer, and Member Services Officer. There are no other members, (voting or non-voting) on the Board of Directors.

2. The President shall be the chief executive officer, shall preside over business meetings and General Gatherings, 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 shall immediately and automatically 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.

6. 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.

7. 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.

8. The Development Officer shall be responsible for publicity, public relations, and recruitment programs.

9. 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 San Diego MENSAN shall be published at least quarterly. Even if an electronic version of the newsletter is created, the printed version shall be sent to members unless they request otherwise.

3.  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, with the highest practicable priority, an unedited report relating to his/her official duties.

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 AML and to perform such other duties as may be required of all local group Ombudsmen by AML.

Additionally, the National Ombudsman may cause to be published in the San Diego MENSAN, with the highest practicable priority, an unedited report relating to his/her official duties.

4. 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. Appointed Officers do not vote, or serve, on 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, within a term, 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 six consecutive terms on the Board of Directors. No elected officer shall serve during more than three 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. A family member is defined as spouse, parent, grandparent, mother, father, children, grandchildren and any 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 whose term ends with the installation of the next regularly-elected Board of Directors. 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 must 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 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 San Diego MENSAN.

ARTICLE VII. ELECTIONS

1. At its March meeting the Board of Directors shall appoint an Election Committee of at least three (3) members. A member of the Election Committee may not be a member of the Board of Directors nor a candidate in the upcoming election. The Election Committee shall select its own chair.

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. Write in candidacy is not permitted.

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, by US Mail, or by additional means as specified in the Election Rules, 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 begin no earlier than June 21st and 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.

12. Not withstanding V.3, in the event of an election challenge, the Election Committee shall continue to serve until its role in the challenge is completed.

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 to ballot, 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 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 these Bylaws. If there is a conflict between these Bylaws and these Minimum Standards, the Minimum Standards take precedence.

3. 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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