Draft AML Bylaws

Draft Bylaws Proposal for AML

I. General Information

The name of the society is American Mensa, Ltd. American Mensa, Ltd. is a not-for-profit corporation. The society is commonly known in the United States as "Mensa."
The society shall maintain its principal office in one of the 48 contiguous states.
These Bylaws, together with the Constitution of Mensa and such policies, procedures, and rules of conduct adopted by American Mensa, Ltd. or Mensa International, Ltd., shall be the governing documents of the society. These Bylaws are subordinate to the Constitution of Mensa and any policies, procedures, and rules of conduct adopted by Mensa International, Ltd., and are superior to any policies, procedures, and rules of conduct adopted by American Mensa, Ltd.
American Mensa, Ltd., by arrangement with Mensa International, Ltd., has been granted the exclusive rights in the United States to the use of the name "Mensa" and the official logo of the society. Such rights will revert back to Mensa International, Ltd., should American Mensa, Ltd., disband or have its recognition revoked by Mensa International, Ltd.

II. Membership of the Society

Membership in the society shall be open to all persons found qualified in accordance with the eligibility requirements set forth in the Constitution of Mensa.
Every member shall be obligated to:

Pay annual dues in such amount as may be fixed by the American Mensa Committee.
Permit his/her name and address to be published in membership lists.

Every member shall have the same rights and privileges accorded every other member, without qualification or limitation, except as noted in other Articles of these Bylaws.
Members shall be given due notice of any proposed changes to either the monetary amount of dues or the frequency or manner of paying dues. This shall be done through publication in either two consecutive issues of the official journal of the society or the agendas of two consecutive American Mensa Committee meetings. At least 60 days shall pass between first publication and any vote.
Members have the right to resign from and rejoin the society at any time and for any reason, without qualifications, except:

In cases of suspension from membership, the member cannot rejoin the society until the suspension period is over.
In cases of expulsion from the society, the member cannot rejoin the society.
As noted in other Articles of these Bylaws.

III. Officers of the Society

The elected officers of the society shall be the Chairman, the National Vice-Chairman, the Secretary, the Treasurer, and the Regional Vice-Chairmen.
There shall be no fewer than five and no more than ten Regional Vice-Chairmen. The regions represented by the Regional Vice-Chairmen shall be defined and established by the American Mensa Committee after it has considered membership distribution, membership growth trends, local group preferences, administrative feasibility, and such other factors as may be deemed relevant.
No elected officer of the society shall concurrently serve as a voting member of the governing body of his/her Local Group.
The only appointed officer of the society shall be the Ombudsman. The Ombudsman shall be appointed by the Chairman of American Mensa and confirmed by a two-thirds majority of the full voting membership of the American Mensa Committee.
A Chairman Emeritus shall serve in an advisory capacity to the American Mensa Committee. The Chairman Emeritus shall be selected by a vote of all past Chairmen of the society who are current members of the society, from among themselves. The most immediate past Chairman is not eligible to serve as Chairman Emeritus.
Regional Vice-Chairmen may appoint and remove subordinate functionaries and delegate to such functionaries one or more of the functions for which the Regional Vice-Chairman is responsible. Such delegation will not negate the Regional Vice-Chairman's responsibilities for these functions.
Elected officers of American Mensa, Ltd., candidates for such offices, the Ombudsman, and the Chairman Emeritus must remain members of American Mensa, Ltd. Failure to maintain this status shall constitute resignation from office or withdrawal from candidacy.
Elected officers of American Mensa, Ltd., candidates for such offices, the Ombudsman, and the Chairman Emeritus must maintain their primary residence in the United States or its territories. Each Regional Vice-Chairman and each candidate for the office of Regional Vice-Chairman must maintain his/her primary residence in the regions he/she does or will represent. Failure to maintain such residency shall constitute resignation from office or withdrawal from candidacy.

IV. Duties of Officers

The duties of the Chairman shall be to act as Chief Executive Officer of the society, to preside at meetings of the American Mensa Committee and at the Annual Business Meeting, to report on the state of the society at the Annual Business Meeting, to cause the report on the state of the society to be published no later than the October issue of the official journal of the society, to act as a National Representative on the International Board of Directors, to serve as chairman of the Executive Committee, and to serve as a member ex officio of all other standing committees.
The duties of the National Vice-Chairman shall be to assist in the discharge of the Chairman's duties and to act as chairman during the Chairman's absence or inability to serve.
The duties of the Secretary shall be to act as recording secretary at meetings of the American Mensa Committee, to act as corresponding secretary for the American Mensa Committee, and to cause records of American Mensa Committee proceedings to be made, kept, and published.
The duties of the Treasurer shall be to act as Chief Financial Officer of the society, to be responsible for the society's financial records, to provide for the creation of an annual budget for the society, to provide for an annual audit of the books and records of the society, to present an annual financial report to the membership at the Annual Business Meeting, and to cause the annual financial report to be published no later than the October issue of the official journal of the society.
The duties of the Regional Vice-Chairmen shall be to act as liaisons between the Local Groups of their respective regions and the American Mensa Committee, to act as mediators in disputes between members in their respective regions, and to carry out in their respective regions the policies and programs formulated by the American Mensa Committee.
The duties of the Ombudsman shall be those set forth in Article VII of these Bylaws.
The duty of the Chairman Emeritus shall be to serve as the Parliamentarian of, and as an advisor to, the American Mensa Committee.
The above-stated duties of the officers of the society shall not preclude other duties being assigned to them in other Articles of these Bylaws. The American Mensa Committee may assign additional duties to the officers of the society, provided those duties do not conflict with the officers' duties as set forth in these Bylaws.
In order to be eligible to serve, an officer of the society whose duties include financial responsibilities shall be bonded in a sum sufficient to protect the society, as determined by the American Mensa Committee, at the expense of the society.
No officer of the society shall receive any salary or compensation in carrying out the officer's duties, except reimbursement of actual expenses incurred.

V. Terms of Office; Vacancies; Removal from Office

The terms of office for officers of American Mensa, Ltd. shall be as follows, except in case of resignation, death, or removal from office:

In the case of elected officers, a period of approximately two years, beginning upon the adjournment of the Annual Business Meeting following their election and ending upon the adjournment of the third Annual Business Meeting following their election.
In the case of the Ombudsman, there is no set term of office, since the Ombudsman remains in office until resignation, death, or removal from office.
In the case of the Chairman Emeritus, a period of approximately two years, to coincide with the term of office of the elected officers.

In the event of a vacancy in an elected office, the remaining members of the American Mensa Committee shall appoint a successor to fill the office for the remainder of the term of office, provided:

In the case of vacancy in the office of Chairman, when there is no vacancy in the office of National Vice-Chairman, the National Vice-Chairman shall advance to the office of Chairman and a successor shall be appointed to serve in the office of National Vice-Chairman.
Successors to office must meet the requirements set forth in Article III of these Bylaws.

Vacancies in the offices of the Ombudsman and the Chairman Emeritus are to be filled following the procedures in Article III of these Bylaws.
Elected officers may be removed from office by means of a recall election.

A recall election may be proposed by submission to the American Mensa Committee of a petition stating the reasons for recalling the officer named. In the case of a recall of a Regional Vice-Chairman, the petition must be signed by a number of members from the region in question equal to ten percent of the voters in the most recent contested election for that region's Regional Vice-Chairman, which members must be from at least three different Local Groups. In the case of all other elected officers, the petition must be signed by a number of members of the society equal to ten percent of the voters in the most recent contested election for the office in question, which members must be from at least three different regions.
On receipt of petitions for the recall of elected officers which conform to section 4(a) of this Article, the American Mensa Committee shall submit the recall to a mail referendum, subject to the restrictions stated in section 4(e) of this Article. Notice of a recall shall appear in the issue of the journal of the society mailed immediately after receipt of recall petitions.
Included with the ballot shall be statements for and against the recall of the officer named. All recall referenda materials are to be mailed directly to the membership and are not to be included as an insert in any Mensa publication.
Tallying of the ballots shall be handled in the same manner as for regular elections. An affirmative vote of three-fifths of the ballots cast by mail shall result in the removal of the officer being recalled. In the case of the recall of a Regional Vice-Chairman, only members from the region in question are eligible to vote.
Referenda for the recall of elective officers shall not be conducted during the period starting three months prior to, and ending three months after, the Annual Business Meeting immediately following a regular election of officers.

The Ombudsman may be removed from office by resolution of the American Mensa Committee.

The reason for removal must be one of the following:

Demonstrated inability to fulfill the functions of the office due to mental or physical disability;
Malfeasance, misfeasance, or nonfeasance in office.

The resolution of the American Mensa Committee that the Ombudsman is to be removed must fulfill the following requirements:

It must be specific and state the reason for the same.
It must be set out in full in the published agenda.
It requires the concurrence of a two-thirds majority of the full voting membership of the American Mensa Committee at each of two consecutive regularly scheduled meetings of the Comimttee.

The following procedure is to be followed:

The Ombudsman must be given an opportunity for a fair and impartial hearing as directed by the American Mensa Committee.
The American Mensa Committee must provide an opportunity for the circulation to the full membership of the American Mensa Committee of the Ombudsman's views and for the Ombudsman's personal appearance before the American Mensa Committee.

The Chairman Emeritus may be removed from office by a vote of all Past Chairmen who are current members of American Mensa, Ltd., provided that the number of votes to remove the Chairman Emeritus may not be less than the number of votes that originally elected the Chairman Emeritus.

VI. The American Mensa Committee

The American Mensa Committee shall be the governing body of the society and the Board of Directors of American Mensa, Ltd.
The membership of the American Mensa Committee shall consist of the elected officers as listed in Article III of these Bylaws.
The Ombudsman and the Chairman Emeritus are not members of the American Mensa Committee, but shall have all rights and privileges of members of the Committee, except that they may not introduce, second, or vote on motions.
There shall be at least three regularly scheduled meetings of the American Mensa Committee each calendar year. Special meetings may be called by the Chairman or a majority of the Committee members on ten days' notice to all members of the Committee. Notice shall be given by any methods or services that allow for physical notification of receipt of the notice.
Apart from the reasonable and customary duties of a board of directors, the American Mensa Committee shall have the authority to:

Appoint individuals to perform specified functions without membership on the Committee. The duties of these functionaries shall be set forth at the time of their appointment, and cannot duplicate any duties assigned to another individual by these Bylaws. Such appointments may be made for a definite or indefinite term, but will in any case expire with the end of the term of office of the elected officers at the time of appointment.
Designate from among its members standing committees. Each such committee shall have at least three members of the American Mensa Committee serving on it. Each such committee shall have the authority of the American Mensa Committee to the extent provided in the resolution creating the committee.
Create such special committees as may be deemed desirable. Special committees shall have only the powers specifically delegated to them in the resolution creating the committee.
Create and promulgate policies and procedures, and create and promulgate rules of conduct for hearings and elections. The creation and promulgation of policies, procedures, and rules of conduct shall be subject to such provisions as appear in these Bylaws.
Exempt a member from payment of all or part of his/her dues for good cause shown.
Declare a membership to have lapsed for failure of the member to pay dues.
Suspend a member from specific activities, offices, positions, or functions, for a specified time, or suspend a member from membership for a specified time, or expel a member. However, none of these actions shall be taken except following a fair and impartial hearing by a Hearings Committee, as defined in Article VIII of these Bylaws, at which hearing the member shall have the right to present his/her case.
Perform such duties and functions as assigned in other Articles of these Bylaws.

The committees in section 5, subsections (b) and (c) of this Article shall have no authority as to the following matters:

The submission to members of any action requiring member approval.
The filling of vacancies on the American Mensa Committee or on any committee other than itself.
The amendment or repeal of any resolution of the American Mensa Committee that by its terms shall not be so amendable or repealable.

The American Mensa Committee shall designate from among its members a standing committee to be known as the Executive Committee. The Executive Committee shall consist of five members, of which two shall be the Chairman of American Mensa and the Treasurer of American Mensa. The Executive Committee shall be responsible for the oversight and handling of matters involving the day-to-day operations of the society, and to that end may make decisions and take actions on behalf of the American Mensa Committee without seeking its prior approval. Actions and decisions of the Executive Committee shall be announced at the next meeting of the American Mensa Committee and shall be reported in the minutes of that meeting. Actions taken and decisions made by the Executive Committee can be reversed only by a two-thirds majority vote of the full voting membership of the American Mensa Committee.
The American Mensa Committee has the ultimate responsibility for any actions taken as part of their duties by all appointed officers and functionaries and by all standing and special committees. Unless otherwise stated in these Bylaws, all such actions can be reversed by order of the American Mensa Committee.
No action may be authorized or taken, nor may any previous authorization or action be adopted, confirmed, or ratified, nor may any resolution be adopted, by the American Mensa Committee unless the same be authorized, adopted, confirmed, or ratified, as the case may be, by a majority of those present and voting, provided that such vote includes the concurring affirmative votes of at least one-third of the full voting membership of the American Mensa Committee.
Whenever a question arises which requires action by the American Mensa Committee or of any standing or special committee thereof, which should not await a regularly scheduled or special meeting, the members of the committee may vote by any means acceptable to the committee, provided that all members of the committee have consented to having such a vote conducted. The action shall be announced at the next meeting of the American Mensa Committee and shall be reported in the minutes of that meeting. The resolution shall be filed with the proceedings of the American Mensa Committee.
Any one or more members of the American Mensa Committee may participate in a meeting of the Committee by means of telephone or on-line conference, or similar communications equipment allowing all persons participating in the meeting to communicate with each other at the same time. Participation by such means shall constitute presence in person at the meeting, and members participating by such means shall not have their rights or privileges abridged because of such participation.
American Mensa, Ltd. shall not enter into a business relationship with any individual, firm, partnership, or corporation where there exists a real or potential conflict of interest or where any member of the American Mensa Committee, any employee of American Mensa, Ltd., or any member of their immediate families shall receive any commissions, fees, financial benefits, or other benefits of pecuniary value, unless the following conditions are met:

Full disclosure in the minutes recording the authorization of such business relationship, of the circumstances and the nature of such conflict or financial benefit, and the identification of the individuals involved.
Bona fide arms-length dealing, in which a clear benefit to Mensa is apparent.
The recorded abstentions from voting of the individuals concerned.

All meetings of the American Mensa Committee, and all meetings of standing and special committees of the American Mensa Committee, shall be open for observation to all members of American Mensa, except when a committee goes into executive session.

Agenda items dealing with personnel issues and membership awards must be held in executive session.
A committee meeting may not be held in executive session in its entirety, nor may the new business and old business sections of the agenda of a committee meeting be composed entirely of items which are to be discussed in executive session.
Non-members of American Mensa may observe committee meetings at the discretion of the committee. Any observer at a committee meeting may be invited to speak at the meeting by invitation of the committee.

VII. The Ombudsman

The services of the Ombudsman are available, subject to any conditions stated in these Bylaws, to all members of American Mensa, Ltd. and to the employees of American Mensa, Ltd.
The duty of the Ombudsman is to resolve all procedural disputes and any disputes that involve an interpretation of Bylaws, policies, procedures, and rules of conduct at all levels of American Mensa, Ltd.
The responsibilities of the Ombudsman are:

To cooperate with the International Ombudsman, accept matters received from the International Ombudsman which relate to American Mensa, Ltd. and any of the entities set out in section 1 of this Article, and refer to the International Ombudsman such matters received which relate to the international rather than the national scene.
To express non-binding opinions and offer advice to members on procedures within the Mensa system.
To request the Secretary of American Mensa to introduce motions to the American Mensa Committee upon written request from a member, provided that the member has previously made the request to his/her Regional Vice-Chairman and has been turned down.
To offer advice about matters that are potential sources of conflict but have not yet led to dispute.
To render a yearly report which shall be submitted to the American Mensa Committee for its information, and to the official journal of the society for publication.

The following powers are granted to the Ombudsman in the performance of his duties:

To receive documents or other written materials concerning any matter received for review and decision. The documents furnished may be originals or copies; in the case of copies, the person responsible for furnishing the same must certify that the copies are full, true, and complete copies and that, unless expressly stated, nothing has been omitted, altered, or added.
To choose any manner of communication with the entities set out in section 1 of this Article and specify whether such communication shall be confidential, for internal circulation only, or public.
To submit matter for publication to any newsletter, journal, or other publication within American Mensa, Ltd., including electronic publications. The editors of all such publications must deem a communication from the Ombudsman marked "for publication" a matter of the highest priority and may not alter or edit such communications in any way.
To direct actions to be taken to correct a situation, as part of the resolution of a dispute.
Any other powers which may be assigned by these Bylaws or by the American Mensa Committee.

The Ombudsman's range of action is limited by the following:

All matters involving criminal actions, and all civil actions where the legal system has already become involved, must be referred to such legal counsel as American Mensa, Ltd. may retain.
All disputes that do not fall under the categories listed in section 2 of this Article must be referred to the Chairman of American Mensa for referral to a Hearings Committee.
The Ombudsman may not create policy for American Mensa, Ltd.
The Ombudsman may not suspend or terminate the functioning of any duly elected or appointed body within American Mensa.
The Ombudsman may not suspend a member from specific activities, offices, positions, or functions; nor may the Ombudsman suspend a member from membership; nor may the Ombudsman expel a member.
Any other limitations that may be assigned by these Bylaws.

Every member, employee, and entity of American Mensa, Ltd. shall cooperate with the Ombudsman by promptly furnishing complete information and/or documents upon request.
In all matters where a conflict of interest exists on the part of the Ombudsman, the Ombudsman shall notify the Chairman of American Mensa and a surrogate Ombudsman shall be appointed by the Executive Committee. All surrogates will have the full authority of the Ombudsman as stated in this Article. The appointment of a surrogate Ombudsman ends after the surrogate has rendered a decision and the parties to the dispute have been notified of that decision.
The decisions of the Ombudsman regarding the resolution of disputes are final, take immediate effect, and cannot be appealed to or reversed by any other member or body within American Mensa, Ltd. The American Mensa Committee is charged with the enforcement of the decisions of the Ombudsman. Failure to comply in full with a decision of the Ombudsman is an act inimical to Mensa for which charges may be filed with a Hearings Committee.

VIII. Hearings Committee

All areas of dispute not relegated to the Ombudsman in Article VII, section 2 of these Bylaws may be referred to a Hearings Committee for settlement.
A Hearings Committee, which shall be considered a special committee as defined in Article VI of these Bylaws, shall be composed of three members. The Hearings Committee Chairman shall be selected by the Chairman of American Mensa in consultation with the Executive Committee. The other two Hearings Committee members shall be chosen by the two parties to the complaint, one by each side. The members eligible for selection are those past Chairmen, past National Vice-Chairmen, past Secretaries, and past Treasurers who are not currently serving as officers or functionaries of American Mensa, Ltd.; who are members of American Mensa; and who are not involved in the matters in controversy. For the purposes of this Article, those members who previously held the offices of First Vice-Chairman and Second Vice-Chairman are considered to be past National Vice-Chairmen.
Following receipt of a formal complaint by the Chairman of American Mensa, or after a dispute is referred to the Chairman by the Ombudsman, a Hearings Committee shall be formed within fifteen days. No more than thirty days after the formation of a Hearings Committee, its Chairman shall notify all parties to the complaint, by registered mail, of the specifics of the complaint and, if a hearing is to be held, of the date and place of the hearing. There shall be a minimum of thirty days between the notification and the hearing.
Within two weeks after completion of a hearing, the Hearings Committee Chairman shall report the committee's findings and its decision, including a resolution of the complaint, to the American Mensa Committee.

If a Hearings Committee's resolution is not for a specific period of time or includes any of the following, its decision, to be considered in effect, must be endorsed by a two-thirds vote of the American Mensa Committee at their next regularly scheduled meeting:

Suspension of a member from specific activities, offices, positions, or functions;
Suspension of a member from membership;
Expulsion of a member from American Mensa, Ltd.

All other resolutions of a Hearings Committee take immediate effect and can be reversed only as specified elsewhere in this Article.

The American Mensa Committee is charged with the enforcement of the resolutions of a Hearings Committee. Failure to comply in full with a resolution in effect of a Hearings Committee is an act inimical to Mensa for which charges may be filed with another Hearings Committee.
Any of the parties to a complaint may file a written protest with the Ombudsman if they feel that the hearing was conducted unfairly, with prejudice, or in violation of stated procedures. The Ombudsman shall investigate the protest and report his findings at the next regularly scheduled meeting of the American Mensa Committee. After reviewing the Ombudsman's report, the American Mensa Committee may decide to reverse the decision of the Hearings Committee and call a new Hearings Committee into existence to re-hear the complaint. The composition of the new Hearings Committee will be as specified elsewhere in this Article, except that no members from the original Hearings Committee shall be members of the new Hearings Committee.
A member against whom complaints are brought is allowed to resign or let his/her membership lapse rather than go through the Hearings Committee process. However, a member who chooses to take this action will not be permitted to rejoin Mensa. Such a resignation or lapse shall have no other conditions attached to it.
The Hearings Committee's range of action is limited by the following:

All matters involving criminal actions, and all civil actions where the legal system has already become involved, must be referred to such legal counsel as American Mensa, Ltd. may retain.
The Hearings Committee may not create policy for American Mensa, Ltd.
Any other limitations that may be assigned by these Bylaws.

IX. Elections

The Code of Election Procedure, which covers all aspects of the nomination and election process, shall not be changed or amended between August first of the year preceding an election and the day following the official announcement of the election results.
No later than August first preceding each election the American Mensa committee shall appoint an Election Committee consisting of a Chairman and one member from each region, none of whom shall be officers or functionaries of American Mensa, Ltd. The Election Committee shall be responsible for the conduct of the entire election process. The Election Committee shall be considered a special committee as defined in Article VI of these Bylaws.
The Election Committee shall receive petitions from candidates for each of the elective offices of American Mensa, Ltd., cause the signatures on such petitions to be verified, and ensure that all candidates meet the requirements set forth in Article III of these Bylaws.

Petitions for the offices of Chairman, National Vice-Chairman, Secretary, and Treasurer must be accompanied by the signatures of at least one percent of the members of the society as of August first, which members must be from at least three different regions.
Petitions for the office of Regional Vice-Chairman must be accompanied by the signatures of at least one percent of the members of the region as of August first, which members must be from at least three different local groups.
No member shall submit petitions for more than one office, nor shall any member be permitted to withdraw petitions for one office and subsequently submit petitions for another office.
No member of the Election Committee shall stand for election to any elective office in the same election for which they served at any time on the Election Committee.
If no petitions are received for a particular office, the Election Committee shall declare the office vacant and cause such declaration to be printed on the ballot. The vacancy shall be filled by the newly-elected American Mensa Committee in accordance with Article V of these Bylaws. The Election Committee shall not solicit candidates for any office.

No later than October first preceding each election, the Election Committee Chairman shall report the names of all valid candidates to the American Mensa Committee and cause the names to be published in the December issue of the official journal of the society.
The Election Committee shall be responsible for the preparation and distribution of the ballot and all materials included with the ballot.

The ballot shall contain the names of all valid candidates. The order in which the names of candidates for each office shall appear on the ballot will be determined by lot. If two or more candidates decide to run jointly, the ballot will so indicate. A space labeled "None of the Above" shall also be listed for each office for which there is at least one candidate. Should "None of the Above" receive a majority of votes, the office shall be declared vacant and shall be filled by the newly-elected American Mensa Committee in accordance with Article V of these Bylaws.
With each ballot there shall be included:

The necessary voting instructions.
A brief biography of each candidate in a format approved by the Election Committee.
The answers by each candidate to any questions that may be propounded to all candidates, or to all candidates for a particular office, by the membership of American Mensa, the number of words permitted per answer to be determined by the Election Committee.
A campaign statement, the maximum length of which shall be specified by the Election Committee. Candidates running jointly may pool their allocations.

The election period shall be for a period of six weeks, beginning no earlier than April first and ending no later than one month before the date of the Annual Business Meeting, in every odd-numbered year. Votes shall be cast in a manner to be determined by the Election Committee. Proxies shall not be used. Each member shall be entitled to cast one vote for each officer, except that only members of the region in question shall be entitled to vote for the Regional Vice-Chairman for that region.
The elected officers of the society shall be elected by a majority of the votes received during the election period. The Election Committee is responsible for the selection of an independent agency to record and count ballots and the publication of election results.

X. Local Groups

A Local Group is a subdivision of American Mensa, Ltd. located within one of the regions defined by the American Mensa Committee. The members of a Local Group are those Mensa members who:

Reside in a community that has been assigned to the Local Group by the American Mensa Committee; or
Request to be assigned to the Local Group instead of the one to which they would normally be assigned.

An application to form a Local Group shall be referred to the Regional Vice-Chairman in whose region the Local Group would be. The Regional Vice-Chairman shall investigate and make a recommendation to the American Mensa Committee. The American Mensa Committee may then grant permission for the formation of a Local Group, which is then subject to the following conditions:

Each Local Group must designate a Local Secretary who shall report to the Regional Vice-Chairman. It is at the discretion of the Regional Vice-Chairman to appoint an acting Local Secretary to coordinate the activities of members. The appointment of such an acting Local Secretary shall continue until an approved Local Group designates its Local Secretary.
Each Local Group shall adopt and maintain Bylaws that meet the minimum standards set by the American Mensa Committee at the time of the creation of such Bylaws.

Local Group Bylaws shall be effective when approved by two-thirds of the voting membership of the Local Group in a referendum.
Any amendments to the Local Group Bylaws which conflict with the minimum standards shall be declared void regardless of the vote of the Local Group.
Changes in the minimum standards will not result in the voiding of a Local Group's Bylaws and do not require amendment of such Bylaws. If such Bylaws are subsequently amended, they must conform to all minimum standards in effect at the time of amendment.

Each Local Group must either publish a quarterly newsletter, or hold bi-monthly meetings with notice of the meetings sent to all members, or provide a combination of the newsletter and meetings equal to six events per year.

Local Groups may levy local dues in reasonable amounts to finance Local Group activities, provided:

The membership of the Local Group shall first have approved the levying of such dues in a referendum;
A procedure for exempting members from payment of local dues for good cause is also included in the Local Group's Bylaws;
Failure to pay local dues shall not exclude members from participating in local elections or from local business meetings;
The foregoing is without prejudice to the continued authority of Local Groups to finance their activities in other ways.

All Local Groups, by arrangement with American Mensa, Ltd., are granted non-exclusive rights to the use of the name "Mensa" and the official logo of the society. Such rights will revert back to American Mensa, Ltd. should a Local Group disband.
The procedure for disbanding a Local Group is as follows:

A Local Group may be disbanded by the American Mensa Committee for any of the following reasons:

Failure to abide by the conditions set forth in section 2 of this Article;
By means of a petition, signed by a majority of the members of the Local Group, submitted to the American Mensa Committee;
On the recommendation of the Local Group's Regional Vice-Chairman to the American Mensa Committee, for good and valid cause.

Upon disbanding, the members of the former Local Group will be given the option of becoming members of another Local Group by preference, becoming members of the Local Group into which the American Mensa Committee assigns them, or becoming direct national members.

Members who do not wish to be assigned to any Local Group may request to become direct national members. Direct national members are not considered to be members of any region. The dues of direct national members may be reduced by the amount of that component of the dues which is allocated for any Local Group subsidy.

XI. Amendment of the Bylaws

These Bylaws shall not be amended except on the affirmative vote of three-fifths of the members participating in an amendment referendum. Proxies shall not be used.
Amendments may be proposed in any of the following ways:

By submission to the American Mensa Committee of the proposed amendments by one percent of the members of the society subscribing their names thereto.
By a vote of a majority of the members participating at the Annual Business Meeting.
By a vote of a two-thirds majority of the full voting membership of the American Mensa Committee following inclusion of the proposed amendment in the written agenda circulated prior to the meeting date.

On receipt of proposals for amendment to the Bylaws that conform to section 2 of this Article, the American Mensa Committee shall submit the proposals to a referendum. Tallying of the ballots shall be handled in the same manner as for regular elections.
Referenda for the purpose of amending these Bylaws shall be conducted in April, to be combined with the election ballot in election years, if submitted by January first; in July, if submitted by April first; in October, if submitted by July first; and in the following January, if submitted by October first.
Upon ratification by the membership, amendments to these Bylaws shall take immediate effect unless stated otherwise in the language of the amendments.

XII. Miscellaneous

An Annual Business Meeting of the society shall be held between June first and August thirty-first of every year in a place selected by the American Mensa Committee, for the purposes of:

Reporting to the members the state of the society, the activities of the society, and the finances of the society during the previous year;
Allowing the members to propose amendments to these Bylaws;
Allowing the members to raise and vote on proposals for actions to be taken by the American Mensa Committee.

The American Mensa Committee shall arrange for the regular publication of a magazine that shall be considered the official journal of the society. The cost of a subscription to the journal may be included in each member's annual dues.
At least one month prior to the Annual Business Meeting the membership shall receive reports of the officers by a special mailing or by inclusion in the official journal of the society.
All parliamentary procedures not covered by the Constitution of Mensa, these Bylaws, or the policies, procedures, and rules of conduct adopted by the American Mensa Committee shall be governed by the most recent edition of Robert's Rules of Order.
Upon ratification by the membership, these Bylaws will take immediate effect. Sitting officers at the time these Bylaws take effect will be allowed to finish out their terms of office as defined by the previous Bylaws.

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