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Bylaws
SACRAMENTO REGIONAL MENSA ( SRM )
Region 8, Group 953

Effective November 30, 2000

ARTICLE I

Name and Logo

The name of this non-profit organization shall be Sacramento Regional Mensa, hereafter referred to as SRM. SRM is a local group of American Mensa, Ltd., hereafter referred to as "AML", and is subject to the Constitution of Mensa, the Bylaws of AML, and the resolutions adopted by the American Mensa Committee, hereafter referred to as "AMC". AML has granted a royalty free, non-exclusive license to SRM 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 SRM. AML retains full ownership of the mark and logo and all statutory and common-law rights in the mark and logo.

ARTICLE II

Purposes

Section 1. Of the Organization

The purpose of this organization is to conduct the business of Mensa within the geographic area designated by AML.

Section 2. Of these Bylaws

The purpose of these Bylaws is to clarify the areas which the International Constitution of Mensa and AML Bylaws leave to the discretion of the local group. These Bylaws shall be construed liberally with great weight being given to the practical effect of interpretations.

ARTICLE III

Membership

Section 1. Qualifications for Membership

Membership in SRM shall be open to all members of AML in good standing in the geographic areas assigned by AMC, or as otherwise assigned by AML.

Section 2. Activity Privileges

Every Mensa member, whether a member of SRM or not, may attend and participate in SRM activities with the same rights and privileges accorded every other member without qualification or limitation, except the rights to hold office, to vote, or to participate in SRM business activities unless they be the National Ombudsman or his designee, members of the AMC in the discharge of their responsibilities, or at the invitation of the Governing Board.

Section 3. Voting Privileges

Only current members in good standing of SRM are privileged to vote.

Section 4. Roster
  1. A current list labeled "For Mensa Use Only" of the names and addresses of SRM members will be made available to any member.
  2. Any member may have any or all personal information, other than name and address, deleted by written request to the Governing Board.
Section 5. Records

No SRM business shall be confidential from SRM members. All SRM files shall be available for examination by any SRM member on reasonable notice except records of the Ombudsman. The newsletter Editor may withhold names from material in his files submitted for publication.

ARTICLE IV

Governing Board

Section 1. Membership of Governing Board
  1. SRM shall be governed by a Governing Board, hereafter referred to as Board, consisting of five elected officers plus a Member-at-Large. All members of the Board must be current members in good standing of SRM and of AML and must reside in the geographic area assigned to SRM.
  2. The elected Board officers shall be elected annually by the membership to specific offices.
  3. The five elected officers shall be the following: Local Secretary, Activities Coordinator, Treasurer, Secretary, and Membership Coordinator. The Member-at- Large shall be the immediate past local secretary unless the immediate past local secretary has been re-elected Local Secretary or elected to another position on the Board or is otherwise unavailable, in which case the Board shall appoint as Member- at-Large any member of the previous Board or, if no previous Board member is available, any member of SRM. If the Local Secretary resigns or is removed from the Board prior to the end of his term his right to serve as Member-at-Large is forfeited.
  4. No elected officer may succeed himself more than once, but may be a candidate for another office.
Section 2. Term of Office

The term of office shall be one calendar year commencing on January 1 of the year following each regular election, or until installation of a properly qualified successor.

Section 3. Removal

Any Board member who is absent from three (3) consecutive Board meetings or a total of five (5) Board meetings in one term of office shall be deemed by the Board to have resigned.

Section 4. Rules of Succession
  1. In the event that the office of Local Secretary is vacated before the term of office expires, succession to the office of Local Secretary is as follows: Activities Coordinator, Treasurer, Secretary, Membership Coordinator, and Member-at-Large.
  2. In the event that any office other than Local Secretary is vacated before the term of office expires, that office may be filled by any member of the Board upon a majority vote of the Board, or alternatively, it may be left open to be filled by an appointment to the Board, as specified in the following paragraph.
  3. Vacancies on the Board shall be filled by appointment for the duration of the term by the Board. The newly appointed Board member shall immediately assume that office to which he is appointed after the provisions of Paragraph B of this Section are met.
  4. Notwithstanding the above, any member removed from a Board by a recall may not be appointed to any position on that Board.
  5. A duly appointed member of the Board is considered subject to all rights and responsibilities of an elected officer.
Section 5. Duties of Governing Board

Duties of the Board shall be to:

  1. Conduct business meetings at least once every two months.
  2. Notify the membership of the time and place of business meetings.
  3. Authorize payments in accordance with decisions of business meetings.
  4. Appoint a replacement for the duration of the term in the event of a vacancy occurring on the Board.
  5. Mediate disputes relating to the activities of SRM.
  6. Appoint any other non-governing officers or committees as specified in these Bylaws or deemed necessary to accomplish the goals and tasks of the organization.
  7. Formulate and provide to all members written policies regarding matters not specified in these Bylaws.
  8. Review the written policies of the previous Board at the first business meeting of each year and re-adopt or revise them at a subsequent meeting.
  9. Conduct, or arrange to be conducted, in January of each year an annual financial review of SRM for the prior year. Such review shall be conducted by a person or persons not involved in the issuing or collecting of money during the review period, and shall include viewing actual financial statements from any and all institutions where SRM funds are held.

ARTICLE V

Officers

Section 1. Titles and Duties of Governing Board Members
  1. Local Secretary shall:
    1. Be the chief executive officer of SRM.
    2. Preside at meetings of the Board.
    3. Communicate with American Mensa on matters requiring such attention, including notifying AML within two weeks of election results or any changes to the membership of the Board.
    4. Pass information between SRM and AML in a timely fashion.
  2. Activities Coordinator shall:
    1. Preside at meetings of the Board in the absence of the Local Secretary.
    2. Recommend activities for SRM.
    3. Make arrangements for public meeting places.
    4. Solicit recommendations from the membership on desired activities and/or
      5. speakers.
    5. Assist in the creation of special interest groups.
    6. Contact and otherwise make arrangements for speakers at scheduled activities.
  3. Treasurer shall:
    1. Preside at meetings of the Board in the absence of the Local Secretary and Activities Coordinator.
    2. Receive payments and make prompt disbursements as authorized by the Board.
    3. Give oral reports of current income and expenses at each business meeting.
    4. Submit a written report of current income, expenses and balances of all funds under the control of SRM including RG, Scholarship and other special funds, in June and December. These reports shall be published in the newsletter within two (2) months of submission to the Board.
    5. Provide the Local Secretary on a quarterly basis with bank statements and other financial records from all institutions where SRM funds are held.
  4. Secretary shall:
    1. Take and preserve minutes of every business meeting.
    2. Report to the Board and membership on findings and recommendations of general concern.
    3. Submit a copy of the business meeting minutes to the newsletter Editor for inclusion in the local newsletter.
  5. Membership Coordinator shall:
    1. Prepare, periodically, lists of new members for inclusion in the local newsletter.
    2. Contact new members of SRM and schedule welcoming meetings.
    3. At the Coordinator's discretion, contact members and prospective members prior to scheduled events.
    4. Prepare an informational packet for new members.
  6. Member-at-Large shall:
    1. Maintain continuity from the preceding Governing Board.
    2. Act as parliamentarian.
Section 2. Appointees
  1. The Board shall appoint a newsletter Editor who shall:
    1. Prepare the monthly newsletter, which shall include a calendar of events, and deliver it in a timely fashion for publication.
    2. Establish editorial policy and standards for the newsletter and make them available to any member of SRM upon request.
    3. Turn over all records, equipment and materials to his successor or a Board member upon leaving office, but may withhold names from material submitted for publication.
    4. The Editor may be replaced by the Board on at least ten (10) days notice.
  2. The Board shall appoint an Election Committee as specified elsewhere in these Bylaws.
  3. The Board may make appointments to fill specific needs. Appointive positions may include, but are not limited to, the following: Archivist, Circulation Manager, Proctor Coordinator, Regional Gathering Chair, Scholarship Chair, S.I.G.H.T. Coordinator and Area Coordinators. Duties of appointees shall be those implied by their respective titles and specified by the Board upon appointment.
  4. The terms of appointees shall expire at the expiration of the term of the Board that appointed them. However, when their duties continue beyond the end of such term, as in the case of the RG Chair, the Election Committee, etc., they may remain in their positions unless replaced by the succeeding authority who would otherwise appoint them.
  5. Appointees may be removed by the Board.
  6. All appointees must be current members in good standing of SRM and of
    7. AML.
Section 3. Obligation on Termination of Office

All officers, elected or appointed, shall turn over all files, office equipment and materials to their successor(s), to the current Local Secretary or another Board member within four (4) weeks of leaving office, except for the newsletter Editor and the Ombudsman whose obligations are specified elsewhere.

ARTICLE VI

Ombudsman

Section 1. Functions
  1. There shall be an Ombudsman for SRM. The primary function of the Ombudsman shall be to act on behalf of SRM members when they question acts, policies, or interpretations of these Bylaws by Board members, officers, or others acting in official capacity. The Ombudsman shall hold no other office, either elected or appointed, but may serve in other capacities so long as the duties pose no conflict with and do not compromise his primary function and duties as Ombudsman.
  2. The Ombudsman must be a current member in good standing of SRM and of AML.
Section 2. Duties
  1. The duties of the Ombudsman shall include, but are not limited to:
    1. Mediating disputes beyond the scope of, or concerning, the Board.
    2. Airing complaints or views, if he deems it appropriate, of any member who wishes to remain anonymous.
    3. Observing ballot counting, except for those elections where he is a candidate for which he shall appoint an appropriate designee.
    4. Being available to serve as an Arbitrator on a Regional Arbitration Panel.
  2. Immediately upon leaving office the Ombudsman shall turn over all files, equipment and materials to his successor, or to a neutral member if there is no immediate successor, except for those files and materials needed to complete an unfinished task.
Section 3. Powers
  1. The Ombudsman shall have the following powers:
    1. All powers necessary to perform the duties of a mediator.
    2. The power to appoint an arbitrator with the consent of all parties concerned. The arbitrator must be agreed upon by all parties concerned, and they must all agree that the decisions of the arbitrator are binding.
    3. The power to appoint a designee which he shall do upon request.
    4. The power to publish in the local newsletter and in any other manner he deems necessary to address the membership. He may exercise this power free from editing but shall bear the responsibility for the truth of matter so published. If the Ombudsman is unclear about the possibility of libel he shall seek legal counsel prior to publication.
  2. If necessary and convenient, tasks begun by the Ombudsman before the end of his term may be completed by him after his successor has taken office.
Section 4. Election
  1. The Ombudsman shall be elected to a term of three (3) years beginning on January 1 following his election, which shall regularly be concurrent with the annual election for that year. The same general election procedures as for an annual election shall apply.
  2. In the event that the office of Ombudsman is vacated before the end of the term, a special election shall be conducted unless it is practical to delay until the next annual election. Whenever the Ombudsman is elected to a vacancy, either by special or annual election, his term shall commence immediately and shall extend beyond the normal three-year term until Dec. 31 following the annual election in the third year.
  3. The Ombudsman may:
    1. Succeed himself in office more than once.
    2. Be a candidate for another office in SRM only after resigning as Ombudsman.
    3. Be removed from office prior to the end of his term only by recall.

ARTICLE VII

Elections and Referenda

Section 1. Election Committee
  1. The Election Committee shall consist of three persons who are not members of the Board and who will not run for office in that election for which they will serve as members of the Election Committee. They shall be appointed by the Board by May 15 of each year and serve until their successors shall have been appointed.
  2. Duties of this Committee shall be to:
    1. Announce the opening of nominations and publish the rules for the election in the local newsletter.
    2. Ensure that at least one candidate for each office is nominated.
    3. Receive and publish platforms for candidates, consisting of statements not to exceed a length set by this committee, to accompany the ballot.
    4. Establish procedures to ensure the authenticity of the ballot, and provide for secrecy of the vote and anonymity of the voter.
    5. Receive and count votes, making the time and place of vote-tallying known to the general membership.
    6. Conduct, upon request of any candidate, an immediate, public recount of votes.
    7. Report election results in writing to the Board.
    8. Serve as temporary members of the Board, for the purpose of appointing
      9. permanent replacements to vacant Board positions, in the event that the Board membership is insufficient to constitute a quorum.
    9. Conduct annual, recall and special elections.
    10. Assist the Board in conducting Bylaws amendment referendums.
Section 2. Annual Election Procedure
  1. Election rules shall be set out and nominations opened by announcement in the local newsletter not later than its September issue. Nominations shall remain open at least until October 1 and for not less than thirty (30) days. Unless disqualified by another provision of these Bylaws, any current member in good standing of SRM may be nominated for any office by any member, including himself; however, a member may be a candidate for only one office at a time. Nominations may be made by mail and by any other means established by the Election Committee.
  2. A current list of nominees shall be announced to the membership not later than the October newsletter and at least one (1) week before the close of nominations.
  3. An election ballot shall be published in the November issue of the newsletter each year or otherwise mailed to each member in time to be received not later than the fifteenth (15th) day of November.
  4. Balloting shall be by mail and by any other means established by the Election Committee. The date by which valid ballots must be received shall be set by the Election Committee, but that date shall not be less than two (2) weeks after the date of mailing the ballots to the members.
  5. Each SRM member shall be entitled to cast one ballot. Proxies shall not be used.
  6. Write-in votes shall not be accepted.
  7. If more than two candidates are nominated for an office a preferential voting system shall be used. Persons receiving a simple majority of votes cast for an office shall assume that office. In case of a tie vote the outcome shall be determined by the flip of a coin publicly and in full view of the candidates involved.
  8. The tallying of votes shall be observed by the SRM Ombudsman or his designee.
  9. No rule, procedure or practice of the Election Committee shall invalidate a ballot solely for the failure of a voter to comply strictly with the Election Committee's rules or instructions if that ballot can be authenticated, is marked in a manner that clearly discloses the voter's preference and preserves the one-member- one-ballot rule.
  10. In the event that an election is challenged, the officer(s) shall take office pending results of the challenge, and actions by the Board in the meantime shall not be affected by the outcome of the challenge.
Section 3. Recall Elections
  1. A recall election for any member of the Board or the Ombudsman may be initiated upon written petition signed by members equal to or greater than ten percent (10%) of the membership of SRM as determined by the current roster received from AML.
  2. A recall balloting supervised by the Election Committee shall be conducted by mail at the soonest practicable date, but in no case greater than six (6) weeks after the presentation of the petition to the Election Committee.
  3. Sixty percent (60%) or more of the votes cast in favor of recall shall recall said Board member or members, or the Ombudsman, and the recall shall take effect immediately.
Section 4. Special Elections
  1. Special elections shall be conducted by the Election Committee in the event that:
    1. The membership of the Board with the Election Committee serving as temporary members is insufficient to constitute a quorum.
    2. The office of Ombudsman is vacated before the end of his term and it is impractical to delay the election of the Ombudsman until the next annual election.
  2. Special elections shall follow the same general procedures as annual elections and shall be conducted at the soonest practicable date.
  3. An officer elected in a special election shall assume his office immediately.

ARTICLE VIII

Meetings

Section 1. Business Meetings
  1. Business meetings will be convened at least once every two months. All members of SRM will be notified through the local newsletter of the time and place of meetings. Any member may attend and speak on the same basis as any other member. Actions of the business meeting shall be reported to the entire membership in the local newsletter, to be mailed at least ten days before the succeeding business meeting.
  2. For official business to be transacted at a business meeting, a quorum, consisting of four (4) Board members must be present. Proxies shall not be used.
  3. Except for changes to the Bylaws, which require approval by a majority of those votes cast by the SRM membership, a majority vote of Board members present at a business meeting will be binding upon SRM.
  4. A special business meeting may be called by the Local Secretary or by any two members of the Board and must be called upon receipt of a written request for a special meeting signed by at least five percent (5%) of the membership of SRM. Notice of such special business meeting must be announced in the next issue of the newsletter to be published, and the meeting shall not be held sooner than fifteen days after the mailing date of that issue. A special business meeting may also be announced by a special mailing to the entire membership, paid for by the meeting proponents, and may be held any time after fifteen days from the date of mailing. The purpose of the special business meeting must be stated in the notice, and no other business may be discussed at that meeting.
  5. All procedural matters related to the conduct of business meetings not governed by the provisions of these Bylaws shall be governed by the provisions of the latest edition of Robert's Rules of Order, Revised.
Section 2. Membership Meetings

An SRM membership meeting, party or gathering shall be held at least quarterly, and shall be announced in the local newsletter.

ARTICLE IX

Adoption and Amendment

Section 1. Proposal
  1. Changes in the Bylaws may be initiated by the written petition of at least ten percent (10%) of the membership of SRM, as determined by the current roster received from AML.
  2. Alternatively, the Board may initiate proposed changes to these Bylaws at two successive business meetings as follows:
    1. All members are notified of proposed changes being placed on the agenda of two business meetings.
    2. Proposed changes are approved by four or more Board members at each of two business meetings.
Section 2. Adoption of Amendments
  1. These Bylaws shall only be amended on the affirmative vote of the majority of the ballots cast by the SRM membership voting in a mail referendum.
  2. Proposed amendments must be approved by the AMC prior to being submitted for vote by the local membership.
  3. Proposed amendments shall be published at least ninety (90) days before the balloting deadline.
  4. Proposed amendments together with ballots shall be mailed to all members of SRM, on a date to be decided by the Board at a business meeting. These ballots shall be mailed at least three (3) weeks prior to the balloting deadline. If submitted, at least one pro and one con argument, to be selected by the Election Committee, shall be published with the ballot.
  5. Receipt, validation and tallying of ballots shall be the responsibility of the Election Committee. The tallying shall be held within 30 days of the balloting deadline at a time and place determined by the Election Committee and announced to the general membership. Proxies shall not be used.
  6. After the above approval by the AMC, amendments shall become effective immediately when approved by a majority of the votes cast and filed with the AML Bylaws Committee and the AMC.
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