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Bylaws of Mensa Alaska

 Mensa Alaska

Bylaws

Effective Date: June 21, 2017

Article I. NAME AND PURPOSE

A. The name of this organization shall be Mensa Alaska.

B. Mensa Alaska 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 (last two organizations abbreviated herein as "AML" and "AMC," respectively).

Article II. MEMBERSHIP

A. Membership of Mensa Alaska shall be open to all members of AML in good standing in the geographic areas assigned to Mensa Alaska by the AMC, or as otherwise assigned by AML, for all purposes, including but not limited to voting and holding elected or appointed voting offices.

B. Mensa members in good standing, including those who are not also members of Mensa Alaska, are welcome to participate in the social activities of the local group, as are others who may be interested in attending, at the discretion of the Host or Hostess. Only members of Mensa Alaska may vote or hold elected office in Mensa Alaska. The National Ombudsman, his surrogate, and members of the American Mensa Committee shall be permitted to participate in the business affairs of the local group in the discharge of their official duties.

C. Mensa Alaska 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, and in conducting any business or contact electronically.

Article III. OFFICERS, DUTIES, AND TERMS

A. An officer of Mensa Alaska is defined as any person who is given a title with specific responsibilities

B. The governing body of Mensa Alaska shall be a Board of Directors consisting of elected officers (President, Vice President, Secretary­Treasurer, Immediate Past President, and additional members elected at large­­one per 100 local members or fraction thereof), and appointed officers (Program Chair, Recruitment and Testing Chair, Newsletter Editor, Webmaster, and Recording Secretary). Elected members of the Board of Directors not elected as President, Vice President or Secretary­Treasurer may serve as appointed officers if and only if no other local member expresses an interest in discharging the duties. All members of the Board of Directors listed in this paragraph are voting members. A replacement for an elected officer is considered to be an elected officer whose term of office ends with the next regular elections.


 

C. All officers, elected or appointed, must be current members in good standing of AML and of Mensa Alaska. Failure to maintain membership will result in removal from office.

D. A simple majority of all voting members of the Board of Directors constitutes a quorum to transact business, and tied votes are considered not passed. In cases where an elected officer also holds an appointed position, the appointed position will be deemed non­voting, and will not be counted towards a quorum. Each person on the Board will have one vote only.

E. Duties of Officers

I) The President shall be the chief executive officer and the chief point of contact with other local groups and with the AMC and AML, and shall appoint all appointed positions with approval from the Board of Directors. The President shall notify AML (through the National Office) and the RVC for the local group within two weeks of the results of elections, and of changes in the officers of the local group.

2) The Vice President shall perform duties as assigned by the President, preside over meetings in the absence of the President, and shall succeed immediately and automatically to the office of President if that office becomes vacant.

3) The Secretary­Treasurer shall:

a. be responsible for the financial matters of Mensa Alaska, including the finances of the Mensa Alaska newsletter~

b. maintain a separate bank account for Mensa Alaska, which shall have more than one signatory so that funds can be accessed in the temporary absence of the treasurer. The Secretary­Treasurer shall provide the President (or designee, who must also be a voting member of the Board of Directors) statements from banks and other institutions where the group's money is deposited, at least quarterly.

c. submit to the Board of Directors a semiannual financial report, which shall be published in the newsletter and shall contain schedules of income, expenses and balances for all funds under the control of Mensa Alaska, including RG, scholarship and other special funds.

d. handle all official correspondence on behalf of Mensa Alaska

e. keep the list of all equipment owned by Mensa Alaska, and submit reports to the Board of Directors at each meeting.

f. take and maintain the minutes of official Mensa Alaska and Board of Directors business meetings. This duty may be discharged by a separate Recording Secretary, who shall be a voting officer only if selected from Mensa Alaska membership.

4) The Program Chair shall be responsible for arranging and scheduling Mensa Alaska activities and shall coordinate with and advise the other members of the Board of Directors of these activities.

5) The Recruitment and Testing Chair shall be responsible for publicity, public relations, and recruitment programs, and for scheduling, staffing with proctors, and all other details of the Mensa testing program.

6) The Newsletter Editor shall edit the Mensa Alaska newsletter, which shall serve as the mandated official publication of Mensa Alaska, and shall publish unedited, notices of meetings and programs, required ballots, candidate statements, results of business meetings and elections, amendments to the bylaws and related discussions and ballots and shall prepare, submit, and publish Postal forms as required. The Newsletter Editor will maintain at least 2 copies of each edition of the Mensa Alaska newsletter.

a. The Board of Directors is the official publisher of the Mensa Alaska newsletter.

b. 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 governing body 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.

7) The Webmaster shall edit and maintain the Mensa Alaska website. This site shall include notices of meetings and elections, results of business meetings and elections, a current copy of the bylaws, contact points for members of the Board of Directors, and any other material deemed appropriate by the Board of Directors.

8) The Immediate Past President and Members at Large shall serve as Board members and have duties as assigned by the board.

9) The Board of Directors shall appoint an Ombudsman, who shall pursue local resolution of disputes. The Ombudsman shall also perform such duties as may be required of all local group ombudsmen by American Mensa. The Ombudsman shall not be a member of the Board of Directors. The Ombudsman, the Regional Ombudsman, and the National Ombudsman, may submit material to the Newsletter 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.

10) Other appointed Officers may include, but are not limited to, Area Coordinators for outlying groups of members.

11) An annual financial review shall be conducted each year at approximately twelve­month intervals. The Board of Directors 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.

12) Mensa Alaska will comply with federal financial reporting requirements.

13) Conflict of Interest rules stated in the Bylaws of American Mensa for the AMC shall also be applicable to Mensa Alaska and to its Board of Directors.

F. Terms of Office

I ) Terms of Office for President and Vice­President shall be two years from January 1st of odd­numbered years through December 31st of even­numbered years, or until installation of a properly qualified successor, except in the case of resignation or removal from office as provided for in Article III G.

2) Terms of Office for Secretary­Treasurer and At­Large Board Members shall be two years from January 1st of even­numbered years through December 31st of odd­numbered years, or until installation of a properly qualified successor, except in the case of resignation or removal from office as provided for in Article III G.

3) The term of office for all appointed officers and positions expires at the end of the term of office of the President and Vice­President.

4) All officers and appointees shall turn over all files, equipment, and materials pertaining to their offices to either their successor(s), to the current President, or to another Officer no later than four weeks after leaving office unless otherwise stated herein. Failure to turn over the files, passwords, equipment and other materials of office may be considered an act inimical to the Society.

G. Removal from Office

1) Elected members of the Board of Directors may be removed from office for cause by unanimous vote of all other voting members of the Board of Directors or by recall election. A recall election may be called by a petition citing the reason for such action and signed by 10% of the membership of Mensa Alaska rounded up as listed on the most recent membership roster provided by AML. The balloting provisions of a regular election shall apply except that a recall election must be held within 60 days of presentation of a properly qualified petition at either a regular or special meeting of Mensa Alaska, and the dates set forth in Article V shall be adjusted appropriately.

2) Appointed members of the Board of Directors may be removed from office by majority vote of the Board of Directors unless otherwise stated herein.

3) Any Officer who misses three consecutive regularly scheduled meetings of the Board of Directors without cause and prior notification of other members of the Board of Directors, and without the Board’s excusing them, will automatically be removed from the Board of Directors.

a. Attendance can be in person, by telephony, or electronic or other means acceptable to the Board of Directors.

b. Excuse of absences may be sought by petition of the Board at a regularly scheduled Board meeting.  Absences may be excused by simple majority vote of the Board.

4) The Board of Directors shall select a replacement for any Officer, other than the President, who resigns or is removed, by simple majority vote.

Article IV. MEETINGS AND ACTIVITIES

A. Regular meetings may be held at such times as may be appropriate; however a regularly scheduled meeting of the Board of Directors and a membership activity must be held at least once per quarter. Notice of meetings and activities shall be published in the Mensa Alaska newsletter and sent to the RVC.


 

B. Special Board of Directors meetings may be called at any time by the President or by a majority of the Board of Directors and shall be called upon receipt by any Officer of a petition made in writing signed by at least 10% of the membership of the local group rounded up 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 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.

C. All meetings of the Board of Directors shall be held within the geographical limits of the local group as assigned by the AMC.

Article V. ELECTIONS AND APPOINTMENTS

A. No later than July 15 of each year the Board of Directors shall appoint a Nominating Committee of at least three members (choosing their chair from among themselves, and reported to the Membership in the August newsletter) which shall, no later than the deadline for the October Mensa Alaska newsletter, nominate one or more candidates for each elected position on the Board of Directors due to be elected in the current year as specified in III F 1 and 2. The membership of Mensa Alaska shall be notified of these nominations, and of the upcoming election, in the October newsletter or by mail posted no later than October 1st. Nominations may also be made by petition from the membership, signed by at least three members in good standing and received by the Board of Directors no later than the deadline for October Mensa Alaska newsletter.

B. No later than October 1st, the Board of Directors shall name an Election Committee of three members (selecting their chair from among themselves) who 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 any rules for conducting the election they determine to be necessary and not covered by these bylaws.

C. No member of the Nominating or Election Committees may be a voting Officer or a candidate in the upcoming election. The Nominating and Election Committees may be composed of the same members.

D. No later than October 15th, additional nominations may be made by petition signed by 5% of the number of members of Mensa Alaska, and delivered to the Chair of the Nominating Committee. No other “write­in” candidates will be added to the ballot.

E. Ballots and candidate statements shall be printed in the November issue of the Mensa Alaska newsletter, mailed to all members of Mensa Alaska, or distributed electronically, according to the stated preference of the member, but, in either case, must be posted no later than November 7th. Members may participate in all stages of elections by postal mail.

F. All ballots must be returned to the Chair of the Election Committee and received no later than November 20th. (For the purposes of the Minimum Standard Bylaws requirement, November 20th will serve as the election date.) Ballots received after that date will not be counted. A plurality of valid votes cast for each office shall constitute election. The Chair of the Election Committee will certify the results of the election to the President and shall have the election results published in the December issue of the Mensa Alaska newsletter. Votes which are tied shall be determined by the Chair of the Election Committee by the flip of a coin.

G. Challenges to an election must be received by the current Board of Directors no later than December 21st of the election year. Such challenges will be handled by the appointed Election Committee, which will remain constituted until the challenge has been resolved, even though the Board of Directors that appoints them may have dissolved. These challenges must include the reason for the challenge and a petition signed by 10% of the membership of Mensa Alaska Notice of the challenge must be published in the January Mensa Alaska newsletter, along with a mail ballot. Ballots to challenge the election must be received by February 28th of the year following the election. If a majority of ballots cast is in the affirmative, a new election process must begin within thirty days, and will follow the procedures and timeframes as stipulated above. Actions taken by the newly elected Board of Directors will remain in effect even if the election is challenged unless those actions are specifically repealed by vote of the Board which replaces them. All results of elections not specifically challenged will be considered valid and in effect.

H. In the case where only one candidate meets the nomination requirements for any position by deadlines noted above, that candidate will be determined elected to the position sought.

I. If there are no nominations for office, the current office holders may retain their positions, if they so desire. If they do not so desire, the positions may be appointed by simple majority vote of the current Board of Directors. The results of either of these actions shall be reported as required for the result of an election, and shall be subject to the same challenge procedures.

J. All appointed officer positions will be filled by presidential appointment with majority approval of the currently constituted Board of Directors.

Article VI. APPROVAL AND AMENDMENTS

Amendments to these bylaws may be proposed by the Board of Directors or by a petition signed by 20% of the members of Mensa Alaska and received by any member of the Board of Directors. Such proposals shall be submitted first to the AMC for its approval to ballot. Following AMC approval for balloting, proposed amendments shall be sent to all members of the local group either as an insert in, or as a part of, the official publication, or as a separate mailing. A mail ballot shall appear in the issue of the Mensa Alaska newsletter that follows publication of the proposed amendment(s). The balloting deadline shall be 90 days following the first publication in the Mensa Alaska newsletter and/or mailing. A simple majority of members casting ballots shall be necessary for member approval of amendments. The local group bylaws and bylaw amendments are not effective until they are then given final approval by the AMC after filing of revised bylaws with the Bylaws Committee. After filing of the amended bylaws with the Bylaws Committee after the membership has voted, the Bylaws Committee will notify Mensa Alaska of the effective date of the bylaws as amended. The approved Bylaws will be sent to every member of Mensa Alaska, electronically or postally according to their stated preference.

Article VII. MENSA LOGO AND NAME

American Mensa, Ltd. (AML) has granted a royalty free, nonexclusive license to Mensa Alaska 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 non­commercial uses of Mensa Alaska. AML retains full ownership of the mark and logo and all statutory and common law rights in the mark and logo.


 

Article VIII. AUTHORITIES

A. 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.

B. The rules contained in Robert's Rules of Order, Newly Revised, latest edition, shall govern Mensa Alaska in all cases to which they are applicable and are not inconsistent with these bylaws.

C. Rules of Order for the Board of Directors and for those matters concerning Mensa Alaska which are not specified in these bylaws or in Robert’s Rules of Order may be adopted by the Board of Directors


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