BYLAWS OF MEMPHIS MENSA

ARTICLE I. NAME AND PURPOSE

1. The Name of this organization shall be Memphis Mensa.

2. Memphis 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 herein abbreviated as AML and the American Mensa Committee as AMC.

ARTICLE II. MEMBERSHIP

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

2. Mensa members in good standing who are not also members of Memphis Mensa are welcome to participate in the social activities of Memphis Mensa at the discretion of the host or hostess, but may not vote or hold office, nor may they participate in business activities unless they be the national Ombudsman or his designate, members of the AMC in the discharge of their responsibilities, or are invited to participate by the Executive Committee.

 ARTICLE III. OFFICERS AND DUTIES

1. The governing body of Memphis Mensa shall be an Executive Committee consisting of five officers: Local Secretary, Assistant Local Secretary, and Treasurer, plus two members-at-large. These shall be the only voting members of the Executive Committee. Other appointed offices may be created and filled by the Executive Committee as needed. At their first meeting after taking office, the elected members of the Executive Committee shall elect from among themselves their Local Secretary (abbreviated LocSec), Assistant Local Secretary, and Treasurer. The order of succession to automatically and immediately fill a vacancy in the position of Local Secretary shall be the Assistant Local Secretary first, and the Treasurer second, should the Assistant Local Secretary be unable to succeed to the office of Local Secretary. The Executive Committee will also appoint a newsletter editor and a newsletter publisher. The Executive Committee has the authority to conduct all business for Memphis Mensa.

2. All officers of Memphis Mensa must be current members in good standing of American Mensa, Ltd. and Memphis Mensa, and shall maintain that membership for the duration of their term of office.

3. The Local Secretary shall be the chief executive officer and the chief point of contact between the Memphis Mensa and AML, as well as other local groups. By agreeing to be LocSec, the LocSec agrees to pass along information to and from Memphis Mensa in a timely fashion. The LocSec shall be charged with notifying AML (through the national office) within two weeks of the results of elections, and of changes of officers of the Memphis Mensa. All business of Memphis Mensa not otherwise assigned to an elected or appointed officer shall be conducted through the Local Secretary.

4. The Assistant Local Secretary shall assist the Local Secretary, preside over meetings in the absence of the Local Secretary, and succeed to the office of Local Secretary if that office becomes vacant. The Assistant Local Secretary shall be responsible for keeping minutes of the business and Executive Committee meetings. The Assistant Local Secretary shall represent the Local Secretary as an advisor to Ad Hoc committees when designated by the Local Secretary.

5. The Treasurer shall be responsible for the financial matters of Memphis Mensa, including the finances of the Memphis Mensa newsletter, and shall submit to the Executive Committee a semi-annual financial report which shall also be published in the Memphis Mensa newsletter. The financial report shall contain schedules of income, expenses, and balances for all funds under the control of Memphis Mensa, including RG, scholarship and other special funds. The Treasurer's Report shall also include a listing of all equipment owned by Memphis Mensa. The Treasurer shall submit to the LocSec at least quarterly, the actual, original statements from banks and any other institutions where the group's money is deposited or cause a statement to be sent directly to the LocSec or his or her designee (who must be an officer of the group other than the Treasurer). The Treasurer may assist the Editor in the preparation of any postal forms that might be required. The Treasurer is second in line for succession to the office of Local Secretary in the event the office becomes vacant and there is no Assistant Local Secretary to fill the vacancy.

6. The Memphis Mensa Newsletter Editor is appointed to the office by the Executive Committee and is responsible to the Executive Committee for all assigned duties, and compliance with the editorial policy established by the Executive Committee. The Editor shall edit the Memphis Mensa newsletter. The Editor shall publish notices of meetings and programs, required ballots, results of business meetings and elections, amendments to the bylaws and related discussions and ballots, the semi-annual financial reports, and shall prepare and publish required Postal Service forms. The Editor may be removed by the Executive Committee or upon petition signed by 10% of the members of Memphis Mensa, as determined by the most recent membership roster provided by AML. The outgoing Editor must turn over all files and equipment in good order to the incoming Editor no later than 15 days after the outgoing Editor leaves office. The Editor is a non-voting member of the Executive Committee, unless the Editor is also an elected member of the Executive Committee. In no case will the Editor have more than one vote.

7. The Publisher is appointed by the Executive Committee, and is responsible to the Executive Committee for proper publication and mailing of the Memphis Mensa newsletter. The Editor may also fill the position of Publisher, but is not required to do so. The Publisher is responsible for the printing, collating, assembly and mailing of the Memphis Mensa newsletter. The Publisher shall comply with postal regulations of the US Postal Service.

8. The Executive Committee shall appoint one or more mediators (also called ombudsmen) to pursue local resolution of disputes within Memphis Mensa, and shall appoint one or more arbitrators to pursue resolution of disputes with other groups.

9. Other appointed positions of Memphis Mensa may include, but are not limited to, a Proctor/Testing Coordinator, Webmaster, Area Coordinators for outlying groups of members, S.I.G.H.T. Coordinator (with the approval of AML), Gifted Children's Coordinator and Coordinators for other activities as deemed necessary.

10. The terms of office of elected officers shall be one year from the January meeting, when the new Executive Committee takes office upon announcement of the election results, to the following year's January meeting when the Executive Committee is replaced by their successors, or until installation of a properly qualified successor, except in the case of resignation, or removal from office as provided by Article III (14).

11. The term of office for all appointed officers and positions, with the exception of the Editor, Publisher, Webmaster, Proctor/Testing Coordinator and Mediator/arbitrator/ombudsman expires at the end of the term of the currently elected officers. These exempt officers are subject to removal by the succeeding LocSec or Executive Committee. Appointed officers, positions and committees are appointed by the Local Secretary with the approval of the Executive Committee, and may be removed from office by majority vote of the Executive Committee.

12. All officers and appointees shall turn over all files, office equipment and materials pertaining to their offices to either their successor(s), to the current Local Secretary, or to another member of the Executive Committee no later than four weeks after leaving office unless otherwise stated herein. Failure to turn over the files, equipment and other materials of office may be cause for action by American Mensa, Ltd.

13. An annual financial review shall take place the month that the newly elected officers take office. This review shall be conducted by someone who was not involved in the issuing or collecting of money during the review period and shall include viewing actual statements from banks and other institutions where the group's money is deposited.

14. Elected members of the Executive Committee may be removed from office for cause by unanimous vote of all other voting members of the Executive Committee 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 Memphis Mensa as listed on the most recent roster provided by AML. Ballots for a recall election shall be either an insert to, or part of, the Memphis Mensa newsletter, or ballots that are mailed separately to all members of Memphis Mensa. The recall election must be held within 60 days of presentation of a properly qualified petition at either a regular or special meeting of Memphis Mensa.

15. The Executive Committee shall select a replacement for any Executive Committee member who resigns or is removed or recalled. A simple majority of all voting members of the Executive Committee constitutes a quorum to transact business.

16. Non-attendance at three consecutive business meetings may be cause for removal of any elected officer from the Executive Committee of Memphis Mensa without further action, unless such non-attendance is excused by the Local Secretary or by the Assistant Local Secretary if the Local Secretary is not reasonably available.

ARTICLE IV. MEETINGS.

1. Regular meetings or activities may be held at such times as may be appropriate; however, a regularly scheduled meeting must be held at least once a quarter. Notice of meetings and activities shall be published in the newsletter.

2. Special business meetings may be called at any time by the Local Secretary or by the Executive Committee, and shall be called upon receipt of a petition signed by 10% of the membership of Memphis Mensa, using the most recent membership roster provided by AML as a measure of membership count. The date, time, place and purpose of the special meeting shall be announced or reported in the Memphis Mensa newsletter (or by direct mail). No other business than that indicated in the notice calling the meeting may be acted upon.

ARTICLE V. ELECTIONS

1. No member of the Nominating Committee or Election Committee may be a voting member of the Executive Committee or a candidate in the upcoming election. The Nominating and Election committees may be comprised of the same members.

2. No later than October 15 of each year, the Executive Committee shall appoint a Nominating Committee consisting of three members which shall, no later than the deadline for the December issue of the Memphis Mensa newsletter, nominate one or more candidates for each opening on the Executive Committee. The membership of Memphis Mensa shall be notified of these nominations in the December issue of the Memphis Mensa newsletter or by mail posted no later than December 1st.

3. No later than December 1st, the Executive Committee shall name an Election Committee of three members who shall be responsible for conduction 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.

4. No later than the December monthly gathering, additional nominations may be made by petition signed by ten (10) members of Memphis Mensa and delivered to the Chairman of the Nominating Committee.

5. Ballots shall be printed in the January issue of the Memphis Mensa news letter or mailed to all members of Memphis Mensa, but in either case posted no later than January 1st. Ballots may be hand delivered to the Chairman of the Election Committee or mailed to the Chairman of the Election Committee, in order to insure that each member of Memphis Mensa has an opportunity to participate in elections. Mail-in ballots for those members who wish to vote anonymously shall be marked with candidate choices and placed in an envelope with no outer markings. This envelope shall be placed in a second envelope which has clearly indicated in the return address, the name and membership number of the voter. If anonymity is not required, only one envelope may be used, but in any case the return address must contain the name, address and membership number of the voter. The Election Committee will verify each member's membership ID using the most recent membership listing from AML, to insure the validity of the vote. The mail ballots must be returned to the Chairman of the Election Committee and received no later than the date of the January business meeting. Ballots received after that date shall not be counted. The ballots shall be counted by the members of the Election Committee. The five nominees receiving the most valid votes shall constitute the new Executive Committee. The Chairman of the Election Committee will certify the results of the election to the Local Secretary and shall have the election results published in the next possible issue of the Memphis Mensa newsletter. Votes which are tied shall be determined by the Chairman of the Election Committee by the flip of a coin.

6. Any challenges to the election shall be filed with the chairman of the Election Committee within one month of the election. Any action by the Executive Committee in the meantime shall not be affected by such challenge. The Election Committee shall resolve any such challenge within 60 days of the presentation of the challenge, and may consult with whatever authority needed to resolve it.

7. Ballots are not required to have any minimum number of candidates selected, but may not have more than the number of positions open. Write-in votes are allowed, but "None of the Above" is not. If a vote contains, in the opinion of the Election Committee, frivolous or inflammatory markings, it may be deemed invalid and not counted.

ARTICLE VI. AMENDMENTS

1. Amendments to these bylaws may be proposed by the Executive Committee or by a petition signed by twenty (20) members of Memphis Mensa. Such proposals shall be submitted to the AMC for its approval, following which they shall be published in the next issue of the Memphis Mensa newsletter. A mail ballot shall appear in the issue of the Memphis Mensa newsletter that follows publication of the proposal.

2. Balloting deadline shall be no less than 90 days following the first publication of the proposed amendment(s) in the Memphis Mensa newsletter. To become effective, an amendment shall require an affirmative vote by the majority of those casting valid ballots, as well as the above approval of the American Mensa Committee. The revised bylaws must be filed with the Bylaws Committee and the National Office before becoming effective.

ARTICLE VII. MENSA LOGO AND NAME

1. American Mensa, Ltd., (AML) has granted a royalty free, non-exclusive license to Memphis 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 non-commercial uses of Memphis Mensa. AML retains full ownership of the mark and logo and all statutory and common law rights to the mark and logo.

ARTICLE VIII. PARLIAMENTARY PROCEDURE AND RULES OF ORDER

1. The rules contained in the most recent edition of Robert's Rules shall govern Memphis Mensa in all cases to which they are applicable and not inconsistent with these bylaws.

2. Rules of order for the Executive Committee and for those matters concerning Memphis Mensa which are not specified in these bylaws may be adopted by the Executive Committee.

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Presented to the Memphis Mensa members, and voted by majority to accept as printed 11/3/99. Approved according to AMC guidelines by official ballot in January, 2000. Approved by AMC in June 1990.

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