Bylaws of Minnesota Mensa

Section 1: The name of this organization shall be Minnesota Mensa.

Section 2: Minnesota Mensa shall be 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.

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Article II. Membership

Section 1: Membership in Minnesota Mensa shall be open to all members of Mensa in good standing in the geographic areas assigned to Minnesota Mensa by the American Mensa Committee, or as otherwise assigned by American Mensa, Ltd.

Section 2: All members of Mensa in good standing, regardless of membership in Minnesota Mensa, are welcome to participate in the general social activities of Minnesota Mensa, with such participation in private homes being at the discretion of hosts or hostesses. However, only members of Minnesota Mensa may vote, hold office in Minnesota Mensa, or participate in the business activities of the local group, unless they be the National Ombudsman or his surrogate, members of the American Mensa Committee in the discharge of their responsibilities, or at the invitation of the Board of Directors.

Section 3: There shall be no local dues for Minnesota Mensa. However, contributions may be collected to defray the expenses for voluntary activities.

Section 4: Members shall be entitled to receive a monthly calendar of events, paid for as part of their national dues.

Section 5: Minnesota Mensa shall observe the preferences of members for data suppression and publication, as filed with American Mensa, Ltd. (AML), when publishing a local-group directory.

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Article III. Officers and Elections

Section 1: The elective officers of Minnesota Mensa shall be a Local Secretary, a First Vice-Secretary, a Second Vice-Secretary, a Recording Secretary, a Treasurer, and the Past Local Secretary.

Section 2: The Board of Directors shall appoint an Editor, who shall be a voting member of the Board of Directors.

Section 3: No later than August 15 of odd-numbered years, the Board of Directors shall appoint a Nominating Committee consisting of five members, which shall, within sixty days of appointment, nominate at least one candidate for each elective office. The Nominating Committee shall present a report of its activities to the Board of Directors at each Board meeting until the Nominating Committee is discharged.

Section 4: Additional candidates may be nominated by petition of ten members of Minnesota Mensa. Such petitions must be submitted to the Nominating Committee for action no later than November 1.

Section 5: Before ballots are distributed, nominees shall confirm their desire to serve as officers. Ballots shall be prepared for distribution by the Nominating Committee.

Section 6: Between November 20 and December 10, ballots shall be mailed to all members of Minnesota Mensa for whom membership records are currently available; ballots shall be returned or postmarked by January 15 of the following year.

Section 7: The collection and tabulation of the ballots shall be under the supervision of a special Election Committee of disinterested persons, appointed by the Board of Directors.

Section 8: Neither members of the Board of Directors nor candidates for elective office in the election can be on the Nominating or Election Committees.

Section 9: The elective officers shall be elected by plurality. All officers, elected or appointed, shall be current members, in good standing, of American Mensa and of Minnesota Mensa.

Section 10: All officers, elected or appointed, shall turn over all files, office equipment, and materials pertaining to their offices to either their successors or to another member of the Board of Directors no later than four weeks after leaving office.

Section 11: The elective officers shall serve for two years or until their successors are elected, and their term of office shall begin upon adjournment of the annual business meeting in the year of election.

Section 12: Each appointed officer or committee shall serve co-terminously with the Board of Directors currently in office, or until a successor is chosen, except that the term of office of an appointed officer or committee shall begin upon adjournment of the first meeting of the new Board of Directors. The Editor's term may continue past the end of the term of a Board of Directors, but may be terminated at any time by vote of the Board of Directors.

An appointed officer may be removed from office by a majority vote of the entire Board of Directors.

Section 13: Failure of an elected officer to maintain membership in Mensa and Minnesota Mensa during a term of office, or absences not excused by vote of the Board of Directors from any three regular sessions of the Board of Directors during any twelve-month period, shall constitute forfeiture of office.

For other misconduct or other neglect of duty in office, an elected officer may be deposed from office by a procedure including, but not limited to, the filing of charges (with specifications) by at least fifty members of Minnesota Mensa, the written notification of the officer, a hearing

before the Board of Directors or a committee appointed by the Board of Directors, and a ballot vote by the hearing body (voting separately on the charges and the matter of punishment, all matters being determined by a majority).

Alternatively, a recall election by the general membership of Minnesota Mensa may be invoked, ballots for which must be either a part of the local newsletter or mailed separately to all members of the local group. Ballots are to be distributed to the members within sixty days of the recall initiation, and are to be returned to an impartial agent of the Board of Directors within thirty days of their distribution. The officer in question shall have an opportunity to be heard by the Board of Directors, as well as the Ombudsman, on appeal of the charges and the decisions thereof, and shall have the right of further appeal to the local group’s Regional Vice-Chairman and to the American Mensa Committee (AMC), if necessary. The officer may enlist the aid of any members for all levels of appeal.

Section 14: A vacancy in office shall be filled by appointment by the Board of Directors.

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Article IV. Duties of Officers

Section 1: The Local Secretary shall act as President and Chief Executive Officer of Minnesota Mensa, shall administer the business of Minnesota Mensa, and shall preside at meetings of the assembly and the Board of Directors. The Local Secretary shall serve as the primary contact with American Mensa, shall advise the Board of all communications with AML, and shall report all changes in the Board’s composition, whether by election or by interim appointment, to AML and to the Regional Vice-Chairman within two weeks of the election or appointment. Should the office of Local Secretary become vacant, the First Vice-Secretary shall assume the duties of Local Secretary until a new Local Secretary is appointed or elected.

Section 2: The First Vice-Secretary shall assist the Local Secretary, shall preside at meetings in the absence of the Local Secretary, and shall be responsible for the arrangements for the annual meeting.

Section 3: The Second Vice-Secretary shall be coordinator for all Special Interest Groups within Minnesota Mensa.

Section 4: The Recording Secretary shall take minutes of all meetings of the assembly and the Board of Directors.

Section 5: The Treasurer shall serve as custodian of Minnesota Mensa funds, shall maintain financial records, shall disburse funds with the approval of the Board of Directors, and shall provide semiannual financial reports for Minnesota Mensa. The Treasurer shall also provide to the Local Secretary, or other designated Board member, quarterly original statements from banks or other repositories of Minnesota Mensa’s money. All monetary accounts shall be in the name of Minnesota Mensa and shall have more than one signatory on each account. The Treasurer shall also maintain a list of Minnesota Mensa’s property and equipment.

Section 6: The Editor shall supervise the publication of the local-group newsletter and the publishing of the official business of the Board of Directors.

Section 7: The Historian shall record the history and maintain the official archives of Minnesota Mensa.

Section 8: The Past Local Secretary shall provide advice and counsel to the Board of Directors, and be available for assignments by the Local Secretary. Only the immediate Past Local Secretary shall serve in the position of Past Local Secretary.

Section 9: The Board shall appoint an Ombudsman to pursue resolution of local disputes. When requested by the Regional Vice-Chairman or by AMC, the Board shall also appoint an arbitrator to assist in resolution of disputes in other local groups.

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Article V. Sessions

Section 1: Regular sessions of the Board of Directors shall convene on the Tuesday before the First Friday of each month, unless the Board orders otherwise.

Section 2: Special sessions of the Board of Directors shall convene upon call of the Local Secretary, any three Directors, or by a minimum of five percent of the current general membership, provided that at least five days’ notice is given. The agenda for such a session may include only that business for which the session is called.

Section 3: The general membership shall convene upon call of the Board of Directors, provided that the annual meeting shall convene in April of each year.

Section 4: A meeting of the general membership shall be deemed official if at least three percent of the current membership is in attendance.

Section 5: Meeting notices shall be published in the newsletter.

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Article VI. Board of Directors

Section 1: The Board of Directors shall consist of the elective officers and the Editor. Each member of the Board of Directors is entitled to vote on all business of the Board.

Section 2: The Board of Directors shall conduct the business of the organization, shall choose the appointive officers, shall determine the date and place of the annual meeting of the general membership, and shall authorize and appoint special committees.

Section 3: A quorum for a meeting of the Board of Directors shall consist of four officers.

Section 4: The Board of Directors shall publish a financial report in the local-group newsletter not less than twice a year (at approximate six-month intervals); such reports shall contain schedules of income, expenses, and balances for all funds under the control of the local group, including RG (Regional Gathering), scholarship, and other special funds. A financial audit shall be conducted annually in April, by an individual who is not involved in the financial management of Minnesota Mensa.

Section 5: A person may not be elected or appointed to more than one concurrent position on the Board of Directors.

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Article VII. Use of Mark and Logo

American Mensa, Ltd., (AML) has granted a royalty-free, nonexclusive license to Minnesota Mensa for 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 Minnesota Mensa. AML retains full

ownership of the mark and logo and all statutory and common-law rights in the mark and logo.

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Article VIII. Parliamentary Authority

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern Minnesota Mensa in all cases to which they are applicable and in which they are not inconsistent with these bylaws or any special rules of order that Minnesota Mensa may adopt.

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Article IX. Amendment of Bylaws

Section 1: These bylaws can be amended by instruction of American Mensa, Ltd., or by referendum, which may be ordered either by the Board by way of an appointed Bylaws Revision Committee or by petition of five percent of the current membership of Minnesota Mensa. A two-thirds affirmative vote of those voting shall be required for passage; voting shall be by ballot.

Prior to a referendum, the proposed amendments shall be published in the local-group newsletter no less than 90 days before the date by which ballots must be received for counting. Proposed amendments must also be submitted to and approved by the American Mensa Committee, before balloting by the local-group membership.

If the voting is in conjunction with the election of officers, the ballots will be distributed and collected as prescribed in Article III, Section 6 and Section 7. In any case, the ballots shall be mailed to all current members as inserts in, or as part of, the local newsletter or as a separate mailing. Ballots shall be returned to the Board of Directors by a date no less than ninety days after their first publication to the general membership. Tabulation shall be under the supervision of the Board of Directors.

Section 2: Amendments to these bylaws are effective only when voting results are submitted to and approved by AMC, which shall then advise Minnesota Mensa of the effective date.

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