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North Texas Mensa Bylaws

EFFECTIVE NOVEMBER 27, 2017

ARTICLE I.          NAME AND PURPOSE

  1. The name of this organization shall be North Texas Mensa.
  2. North Texas 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 abbreviated in these bylaws as “AML” and the American Mensa Committee as “AMC.” North Texas Mensa is abbreviated as “NTM.”

ARTICLE II.        MEMBERSHIP

  1. Membership of NTM shall be open to all members of AML in good standing in the geographic areas assigned to NTM by the AMC, or as otherwise assigned by AML. Members of NTM residing outside this area but who are assigned to NTM by AML are full members in NTM for all purposes, including but not limited to voting and holding elected or appointed office.
  2. Mensa members in good standing, including those who are not also members of NTM, are welcome to participate in the social activities of the local group at the discretion of the host or hostess.
  3. The National Ombudsman, his 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.

ARTICLE III.      OFFICERS AND DUTIES

  1. An officer is defined as any person whose position is specified in these bylaws or who is appointed by the Board, or a member thereof, to a position with a title and specific responsibilities. All local group officers, whether elected or appointed, must be current members in good standing of AML and of NTM.
  2. Board of Directors
    1. The governing body of NTM shall be a Board of Directors (Board) which conducts the business of the local group. The Board consists of the following elected voting members: President, Vice President, Secretary, Treasurer, and three Board Members at Large.
    2. The conflict of interest rules stated in the Bylaws of American Mensa for the AMC shall also be applicable to the local group and the members of its Board.
  3. The President shall be the chief executive officer of NTM and the liaison with other local groups. He or she shall preside at Board meetings and meetings of the membership and shall be the chief point of contact between AML and the local group. The President shall endeavor to pass information to and from the local group in a timely fashion, and shall notify AML (through the National Office) and the Regional Vice Chairman (RVC) for the local group within two weeks of the results of elections and of changes in the officers of the group. The President shall have authority to approve disbursements in amounts up to and including $100.00 and shall be a member ex-officio of all committees except the Nominating Committee and the Election Committee.
  4. The Vice President shall assist the President and preside over meetings in the absence of the President.
  5. Treasurer
    1. The Treasurer shall be responsible for financial matters of NTM, including the finances of the newsletter, and shall submit to the Board a semi-annual financial report that shall also be published in the newsletter. The financial report shall contain schedules of income, expenses, and balances of all funds under the control of the local group, including Regional Gathering, scholarship, and other special funds. The Treasurer shall ensure that the local group complies with all federal financial reporting requirements. Single disbursements of funds exceeding $100.00 must be approved by a majority of the Board.
    2. At least quarterly, the Treasurer shall submit to the President or his or her designee, statements from banks and any other institutions where the group’s money is deposited, or shall cause a statement to be sent directly to the President or his or her designee (who must also be a member of the Board). 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.
    3. The Treasurer shall, if necessary, assist the Editor in the preparation and submission of any postal forms that might be required. The Treasurer shall also maintain a listing of all equipment owned by the local group.
    4. The Treasurer shall, if given at least five days’ notice by any member of NTM, make the financial records of NTM available for inspection by any member of the organization at the next regularly scheduled meeting of the Board.
  6. The Secretary shall be responsible for the taking and maintaining of minutes as Board meetings and for maintaining a list of Standing Policies. In the absence of the Secretary at any meeting of the Board, the presiding officer shall appoint a member of NTM to record the minutes of the meeting.
  7. The Board Members at Large shall perform such duties as are assigned by the Board.
  8. The Editor shall edit the newsletter. The term of office of the Editor shall expire on February 14th to provide continuity while the new Board takes office. The outgoing Editor shall turn over all files, materials, computer software, user IDs, passwords, and equipment in good order to the incoming Editor no later than 15 days after the outgoing Editor leaves office.
  9. The Publications Officer shall act as the Circulation Manager and be responsible for distributing the newsletter, shall maintain an address that will be on file with the U. S. Postal Service, and shall prepare and publish Post Office forms if required. The Publisher may also serve as the Editor.
  10. Ombudsman
    1. The Board shall appoint an Ombudsman, who shall pursue local resolution of disputes and shall also perform such other duties as may be required for all local group ombudsmen by AML. The Ombudsman may not be a member of the Board.
    2. The term of office for the Ombudsman shall be three years from the date of appointment. Once appointed, the Ombudsman cannot be removed from office by the appointing Board or any succeeding Board. The mechanism for removal of an Ombudsman from office prior to his or her term’s expiration is a recall referendum as described in Article III, Section 14.
  11. 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. The Board may authorize committee chairmen to select their own committees.
  12. The terms of office of elected officers shall be one year from January 1st to December 31st, or until installation of a properly qualified successor, except in the case of resignation, succession to higher office as provided in Article III, Section 16, failure to maintain membership, or removal from office as provided in Article III, Sections 14 and 15. No elected officer may serve more than two consecutive terms in the same office.
  13. The term of office for all appointed officers and positions expires at the end of the term of office of the current elected officers, unless stated otherwise in these bylaws. Appointed officers, positions, and committees, including the position of committee chair, are appointed by the President (or in the case of the Editor, the Publications Officer) with the approval of the Board, and may be removed from office by majority vote of the Board unless otherwise stated in these bylaws. The Gathering Committee is a standing committee and has no expiration date. Any election/referendum committee in existence on December 31 shall so remain until the results of the election/referendum are certified and all challenges are resolved.
  14. Members of the Board and/or the Ombudsman may be removed from office by recall referendum. A recall referendum may be called by a petition citing the reason for such action, signed by ten or more members of the local group as listed on the most recent membership roster provided by AML, and presented at a regular or special meeting of the Board. Ballots must be mailed within 60 days of the presentation of the petition to the Board, and the dates set forth in Article VI shall be adjusted accordingly. Each such removal from office shall become effective when ratified by a two-thirds vote of those valid ballots cast in person or received in accordance with Article VI, Section 14.
  15. Any member of the Board shall automatically be removed from office for three consecutive absences at Board meetings or absence from any five Board meetings within the period of one term of office. The application of this section to any Board member(s) may be waived by majority vote of the other Board members.
  16. Should the office of President become vacant, the remaining officers shall immediately and automatically succeed to that office in the following order: Vice President, Secretary, Treasurer. Only the office of President will be filled by succession. Should a vacancy exist in any other Board position, the vacancy shall be filled by appointment by the President. A replacement for an elected officer is considered to be an elected officer whose term of office ends with the next regular election.
  17. All elected and appointed officers shall turn over all files, equipment, computer software, user IDs, passwords, and materials pertaining to their offices to either their successor(s), to the current President, or to another member of the Board no later than four weeks after leaving office unless otherwise stated in these bylaws.
  18. An annual financial review shall be conducted during January of each year. The Board 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.       PUBLICATION

  1. The Board shall publish monthly a printed newsletter that shall be the official publication of NTM. 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 Board 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.
  2. The newsletter shall contain, at a minimum, notices of meetings and programs, required ballots, results of Board meetings and elections, amendments to the bylaws and related discussions and ballots, and the semi-annual financial reports. Draft minutes of each meeting of the Board shall be published in the newsletter within 50 days thereafter.
  3. The Ombudsman, 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 practicable priority for publication in the newsletter.
  4. NTM 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 V.        MEETINGS AND ACTIVITIES

  1. Regularly scheduled meetings of the Board and meetings of the membership shall be held at least once a month with the optional exception of a membership meeting in December. Such meetings are open to all members of NTM. Notice of meetings and activities shall be published in the newsletter or otherwise sent to each member, the RVC, and the National Office.
  2. The November meeting of the membership shall be held on or before the 20th of the month in order to permit members to cast a ballot in person during the general election.
  3. Special Board meetings may be called by the President or by any three members of the Board at any time upon seven days notice given to each member of the Board. Such notice may be in writing, in person, or by telephone. A recorded telephonic notice shall not be proper notification. Written notice shall be deemed to have been given when deposited in the United States mail. The seven day notification requirement for any meeting may be waived if all Board members so agree.
  4. A special Board meeting shall be called upon receipt by any member of the Board of a petition made in writing signed by ten or more members of the local group as listed on the most recent membership roster provided by AML. The date, time, place, and purpose of any special Board meeting shall be announced in the newsletter (or by direct mail to each member, the RVC, and the National Office) if practicable, and shall be reported in the newsletter afterward. No business other than that indicated in the notice calling the meeting may be acted on.
  5. For both regularly scheduled and special meetings of the Board, a simple majority of all members of the Board constitutes a quorum to transact business, and tied votes are considered not passed.
  6. Remote participation during meetings of the Board and of committees established by these bylaws is allowed. Any one or more members of the Board or committee may participate in such meeting by means of telephone, on-line conference, or similar communications equipment allowing all persons participating in the meeting to communicate with each other simultaneously; participation by such means constitutes presence in person at the meeting.
  7. All meetings of the Board shall be held in a designated physical site located within the geographical limits of the local group as assigned by the AMC.

ARTICLE VI.       ELECTIONS

  1. Nominating Committee
    1. No later than July 10th of each year, the Board shall appoint a Nominating Committee consisting of a Chairman, three members, and at least one alternate. The names of the Nominating Committee members shall be published in the August issue of the local newsletter.
    2. The Nominating Committee shall, no later than the deadline for the September issue of the newsletter, nominate one or more candidates for each elective office. The Nominating Committee shall cause the names of the candidates they have nominated to be either (a) published in the September issue of the newsletter, or (b) mailed by post or electronically to all members of the local group, no later than September 1st.
  2. Election Committee
    1. No later than July 10th of each year, the Board shall appoint an Election Committee consisting of a Chairman, three members, and at least one alternate. The names of the Election Committee members shall be published in the September and November issues of the local newsletter.
    2. The Election Committee shall be responsible for conducting the election, creating the ballot, receiving and counting the returned ballots, overseeing and safeguarding the ballots, and certifying the election results.
    3. The Election Committee shall ratify an election code by August 10th. If no election code is ratified by August 10th, the election code for the previous year’s election shall be in effect. Those sections of the election code pertaining to the duties of candidates shall be published in the September issue of the newsletter. The election code shall not be changed between ratification and the election, although the Election Committee shall make necessary decisions on its own initiative in the absence of specific direction.
    4. The Election Committee shall strive to maintain the anonymity of voters.
  3. No member of the Board may be a member of the Nominating Committee or the Election Committee. A member accepting appointment to the Nominating Committee or Election Committee may not be a candidate in the upcoming election. The Nominating and Election Committees may not comprise or include the same members.
  4. Additional nominations may be made in writing signed by three members of the local group other than the nominee and delivered to any member of the Election Committee no later than October 1st before the election.
  5. All nominations shall include a signed statement from the nominee expressing his or her willingness to be nominated and, if elected, to serve and discharge the duties of the office.
  6. Eligibility
    1. Candidates must be members of NTM in good standing to be eligible for nomination to office. No person shall be eligible for nomination to more than one office in the same election
    2. Persons who are members of NTM according to the most current membership list provided by AML are eligible to cast one ballot in any election or referendum.
  7. Ballots
    1. The Election Committee shall create the ballot no later than the submission deadline for the November newsletter.
    2. Ballots shall contain all necessary voting instructions, including the deadline for receipt of ballots and the address where completed ballots are to be mailed, and the names of all nominated candidates in random order, whether nominated by the Nominating Committee or by petition. Write-in candidates are not allowed.
    3. Ballots shall be printed in the November issue of the newsletter, including in the electronic version of the newsletter if such is available, or mailed by post or electronically to all members of the local group, at least 15 days prior to the deadline for the return of ballots. The Election Committee (or Referendum Committee, in the case of a referendum) shall provide ballots to members who certify that they did not receive theirs by mail.
  8. Ranking of Candidates
    1. For each office, the voter shall rank the candidates numerically in order of preference by assigning the number “1” to the voter’s first preferred candidate, “2” to the voter’s second preferred candidate, and so on, until all candidates for the office have been ranked. The voter’s ranking of the candidates for a given office must form an unbroken ascending sequence of positive integers, starting from one and increasing in increments of one, using the decimal system of counting, and must be written in standard Arabic numerals. Any such ranking that deviates from this description shall be invalidated starting at that point within the ascending numeric sequence where the first omission, repeated number, or other departure from an unbroken sequence of integers occurs.
    2. In any race, if the voter chooses not to rank the candidates numerically, the voter may make a check, “X”, or similar mark next to the name of only one candidate. Such mark will be counted a number one vote for that candidate.
  9. Returning of Ballots
    1. Balloting by Mail
      1. Each voter shall mail his or her ballot in an envelope on which the voter’s name and address are clearly legible in the upper left corner. The ballot may, at the voter’s option, be sealed inside a blank envelope before being sealed in the mailing envelope. Ballots must be mailed to the Chairman of the Election Committee (or Referendum Supervisor, in the case of a Referendum) and received no later than the deadline date shown on the ballot, which shall be November 15th in the case of general elections. Ballots received after the deadline date shall not be counted. Ballots must be counted within five days of the deadline date.
      2. A mailing envelope may contain more than one ballot, so long as the name and address of each voter is shown as required in Section 9.A.i of this Article.
    2. Balloting in Person
      1. NTM members may vote in person at a meeting called for that purpose (“the meeting”). In the case of a general election, the meeting will be the November meeting of the membership. The Election Committee or Referendum Committee, as appropriate, will have blank ballots available at the meeting.
      2. Members may fill in the ballot at the meeting or prior to the meeting. At the meeting, the member will hand the completed ballot to a member of the Election/Referendum Committee or place the ballot in a receptacle provided by the Committee.
    3. Procedures
      1. At the meeting, a member whose ballot has not been received by the Election/Referendum Committee may cast a ballot in person. A member who has voted in the election/referendum by mail and whose ballot has already been received by the Election/Referendum Committee may not cast a second ballot.
      2. If the Election/Referendum Committee receives a mailed ballot from a member who has already voted in person or by mail in that election/referendum, the Committee shall discard the second ballot received.
      3. 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 accepted and the voter shall be deemed to have waived confidentiality.
  10. Counting of Votes
    1. Uncontested Races
      1. Any unopposed candidate who receives at least one valid number one ranking shall be declared elected.
    2. Contested Races
      1. The counting of votes shall be conducted one office at a time, and each office shall be considered independently of all other offices.
      2. For the Board Member at Large offices, the elimination procedure (B.iv) shall be applied repetitively until a candidate is elected. That candidate shall then be considered eliminated, all other candidates for Board Member at Large shall be considered not yet eliminated, and the elimination procedure (B.iv) shall again be repetitively applied until a second candidate is elected. That candidate and the previously elected candidate shall then be considered eliminated, all other candidates for Board Member at Large shall be considered not yet eliminated, and the elimination procedure (B.iv) shall again be repetitively applied until a third candidate is elected.
      3. For each office other than the Board Member at Large offices, the elimination procedure (B.iv) shall be applied repetitively until a candidate is elected.
      4. Elimination Procedure
        1. Assign each ballot to that candidate who, of all the candidates for the office being counted who are validly ranked on that ballot and who have not yet been eliminated, is ranked lowest numerically.
        2. Of those candidates for the office being counted who have not yet been eliminated, eliminate the one who was assigned the fewest ballots in B.iv.a. A tie for elimination shall be resolved by a random or pseudo-random process, the outcome of which can be neither predicted nor controlled by any party.
        3. When, for the office being counted, all candidates but one have been eliminated, the one remaining candidate shall be declared elected.
  11. The Chairman of the Election Committee shall certify the election results and notify the President and all candidates of the general election results prior to November 30. The report of the Election Committee, including the names of any newly elected officers, shall be published in the next practical issue of the local newsletter.
  12. Any challenge to the election/referendum must be made in writing to the chairman of the Election Committee/Referendum Supervisor and received within 30 days following the election/referendum. Any such challenge must be adjudicated within 14 days of submission. Any actions by the Board while a challenge is pending are not affected by the outcome of any such challenge.
  13. The Election Committee will mark invalid and late ballots, and when the results of the election are certified, turn over all ballots to the Board, who will preserve them for a period of two months after the election.
  14. Referenda

A vote of the membership for recall of a Board member as specified in Article III, Section 14; recall of the Ombudsman as specified in Article III, Section 10.B; and new bylaws or amendments to the bylaws as specified in Article VII shall be conducted by referendum. Each member may vote in person at a monthly meeting of the membership specified for that purpose or may vote by mail in accordance with the procedures of Article VI, Section 9. The Board shall establish the dates for balloting and shall appoint a Referendum Supervisor, three other Referendum Committee members, and at least one alternate, who shall: conduct the election; cause the publication of statements; prepare and distribute ballots; receive, verify, and count ballots; and certify and publish the results. Ballots shall be mailed to the membership in accordance with Article VI, Section 7. Results shall be published within 50 days of the ballot counting in the local newsletter.

ARTICLE VII.     AMENDMENTS

  1. New bylaws and amendments to these bylaws may be proposed by the Board or by a written petition signed by ten or more members of the local group and received by any member of the Board. Such proposals shall be submitted first to the AMC for its approval to ballot. After approval to ballot has been received, the proposed bylaws or amendment(s) shall be published in the next issue of the 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.
  2. Changes to these Bylaws will be conducted by referendum as provided by Article VI, Section 14. The balloting deadline shall be no less than 90 days following the first publication of the proposed amendment(s) in the newsletter.
  3. To become effective, an amendment to these bylaws shall require an affirmative vote by two-thirds of those casting valid ballots, as well as final approval by the AMC and filing of revised bylaws with the Bylaws Committee. The Bylaws Committee will tell the local group the effective date of the bylaws as amended.

ARTICLE VIII.   MENSA NAME AND LOGO

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

ARTICLE IX.       AUTHORITIES

  1. 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 the Minimum Standards, the Minimum Standards take precedence.
  2. 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 and any special rules of order the local group may adopt.