Bylaws

DELAWARE VALLEY MENSA BYLAWS

I. NAME AND IDENTITY

I.1. Delaware Valley Mensa (DVM) is a local group of American Mensa, Limited (AML), organized in accordance with the provisions of Article XI of the AML bylaws and is subject to the Constitution of Mensa, the bylaws of AML and resolutions adopted by the American Mensa Committee (AMC). The geographic area encompassed by DVM shall be the area assigned by the American Mensa Committee (AMC). The name of the group may be abbreviated as "DVM," the American Mensa Committee as "AMC," and American Mensa, Ltd. as "AML."

II. MEMBERSHIP

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

II.2. For business purposes such as petitions, the number of members of DVM shall be the number as listed on the most recent membership roster provided by AML.

II.3. If required in the discharge of their official duties, members of the AMC and the national Ombudsman or his surrogate shall also be considered to be members of DVM for the duration of such duties.

II.4. Mensa members in good standing who are not members of DVM are welcome and encouraged to participate in DVM social activities, at the discretion of the host or hostess; they may not vote or hold office, but may participate in its business activities at the invitation of the Executive Committee.

III. PURPOSE

III.1. The purpose of DVM is as stated in the American Mensa Constitution, "To conduct research in psychology and the social sciences, to identify and foster human intelligence for the benefit of humanity and to provide opportunities for social contact among its members."

IV. ADMINISTRATION

IV.1. The governing body of DVM shall be an Executive Committee (ExComm) consisting of the President, Past President (if available), Treasurer, seven Members-at-Large, and the appointed positions of Vice President, Editor, Program Coordinator, and Public Relations Director. Each person on the ExComm shall be entitled to one vote. A quorum of the ExComm shall consist of five of the following: President, Past President, Treasurer, and the seven Members-at-Large. The position of Past President may be filled only by the immediate past President, and is considered to be an elected position. At their first meeting after taking office the elected members of the ExComm shall fill the positions of Recording Secretary and Membership Director from among the seven Members-at-Large. No person shall hold more than one voting position on the ExComm at a time.

IV.2. The term of office of any elected member of the ExComm shall begin at the end of old business at the June ExComm meeting following his/her election and end at the end of old business at the June ExComm meeting two years later. The term of office of any appointed member of the ExComm shall be from the time of his/her appointment to the end of the term of the ExComm which appointed him/her. The term of office of any other person appointed by the ExComm shall be from the time of his/her appointment to the end of the term of the ExComm which appointed him/her, except for the RG or AG chairman, whose term will run to the completion of the particular RG or AG, but a new ExComm may, with or without cause, remove the RG or AG chairman. The President may not serve more than two consecutive terms; service of a term is defined as service of at least one-half of the term. Candidates for the office of President must have served at least one term on the ExComm.

IV.3. The Vice President shall be directly appointed by the current President; the ExComm shall appoint all other officers.

IV.4. A vacancy in the office of Vice President shall be filled by appointment by the President. A vacancy in the office of President shall be filled by the Vice President, at least temporarily. If the Vice President is unavailable or unwilling to become President, the ExComm shall appoint an Acting President who shall immediately assume office upon appointment. If the vacancy in the position of President occurs at least six months before a regularly scheduled election of officers, a special election for President shall be held in accordance with the election procedures of these Bylaws, adapted as necessary in timing by the ExComm to suit the election needs. Upon election, the new President shall immediately assume office with the right to appoint a new Vice President. Vacancies in all other positions not specifically described shall be filled by appointment by the ExComm. A member appointed to fill a vacant position of an Elected Officer shall be considered to be an Elected Officer for the duration of the term of office.

IV.5. The duties of the ExComm shall be as follows:

a. PRESIDENT: The President shall be the chief executive officer of DVM and shall preside at all meetings of DVM and the ExComm. The President shall conduct or cause to be conducted all official correspondence between DVM and the AMC or AML. The President shall notify AML within two weeks of the results of all elections, and of changes in the officers of DVM.

b. VICE PRESIDENT: The Vice President shall assist the President in the performance of his/her duties and shall act as President during the temporary absence or disability of the President.

c. EDITOR: The Editor shall be responsible for the production of the official group newsletter (abbreviated herein as the "OGN") and shall insure that it is published on a monthly basis. The Editor shall have full discretion over all materials submitted for publication except for items specified by the ExComm or required by the AMC, postal regulations, or these bylaws.

d. TREASURER: The Treasurer shall receive, safeguard, and disburse all funds of DVM entrusted to him/her by the ExComm. Except for minor expenditures or specific items, such limits or items to be declared by the ExComm, the Treasurer shall make no disbursement of funds entrusted to his care unless authorized by countersignature by the President or other person(s) specifically designated by the ExComm. The Treasurer shall provide a report at all regularly scheduled ExComm meetings and shall submit all books and records for the year ending May thirty-first to an Auditing Committee appointed by the ExComm at its July meeting. This Auditing Committee shall render its report of findings to the ExComm within sixty-five days after appointment. The Treasurer shall prepare twice-yearly reports detailing income, expenses, and balances for all DVM funds including Regional Gathering funds, proctor funds, scholarship funds, or other special funds as may be established by the ExComm. The Treasurer shall work with the OGN Editor to assure that this twice-yearly report is published in the OGN approximately every six-months.

e. RECORDING SECRETARY: The Recording Secretary shall keep an accurate record of all minutes and administrative actions of the ExComm and shall conduct such correspondence as may be required by the ExComm.

f. PROGRAM DIRECTOR: The Program Director shall be responsible for arranging for DVM meetings and activities and similar matters as designated by the ExComm.

g. PUBLIC RELATIONS DIRECTOR: The Public Relations Director shall coordinate publicity efforts authorized by the ExComm.

h. MEMBERSHIP DIRECTOR: The Membership Director shall receive and respond to queries from prospective members, shall maintain records of the DVM membership, subgroup distributions and all surveys designated by the ExComm, and shall arrange for the contents and publication of any DVM membership directories.

i. PAST PRESIDENT: The Past President shall assume such duties as may be requested by the President and ExComm.

j. MEMBERS-AT-LARGE: The Members-at-Large shall assume such duties as may be requested by the ExComm.

IV.6. The ExComm may appoint special officers or committee heads as may be required. The President shall be a member ex-officio of all committees. The Treasurer shall be a member ex-officio of all committees relating to generation or expenditure of DVM funds. The terms of all special appointees and committees may not exceed the term of the appointing ExComm, except as provided above in IV.2.

IV.7. Any ExComm member who misses three regularly scheduled ExComm meetings during his term without having informed the President of the reasons for such absence prior to the occurrence of the absence shall be considered to have resigned his office and may be replaced by the ExComm.

IV.8. Any elected member of the ExComm may be removed from office for cause by a unanimous vote of all other ExComm members, following the receipt of a petition for such removal signed by at least twenty-five members of DVM. Any appointed member of the ExComm may be removed from office by vote of an absolute majority of all voting members of the ExComm. Any ExComm member for whom a petition of removal has been submitted shall be given at least seven days notice before action is taken. Members of the ExComm may also be removed by recall election.

IV.9. Within fourteen days after termination of office, all persons not re-elected or reappointed shall turn over to their successors or to the designated recipient all DVM papers, materials, records, valuables, and other items pertaining to their positions. At the termination of their term of office, all officers with specific duties shall prepare a report summarizing their duties and the status thereof for presentation at the June ExComm meeting following the election.

IV.10. All officers, elected or appointed, must be members in good standing of AML and DVM.

IV.11. The ExComm shall, at its first meeting after taking office, appoint an Ombudsman. The Ombudsman shall serve as mediator for disputes within DVM, and shall be available to serve as an arbitrator on a Regional Hearings Committee. The Ombudsman may not be a member of the ExComm.

V. MEETINGS OF THE EXECUTIVE COMMITTEE

V.1. All questions relating to parliamentary procedure and bylaws interpretation shall, to the extent possible, be resolved by reference to the most recent issue of Robert's Rules of Order, a copy of which shall be provided to the President.

V.2. A quorum is required at all ExComm meetings to transact official business. Proxy votes are not permitted.

V.3. Regular meetings of the ExComm will be held monthly at a time and place designated by the ExComm. Notice of the time and place of these meetings shall be published in the Activities calendar portion of the OGN at least two weeks prior to the meeting date. Any DVM member may attend.

V.4. Special meetings of the ExComm may be held at the request of the President, at the request of a majority of the ExComm, or at the written petition of at least twenty-five members of DVM. Requests for such special meetings shall specify the exact purpose of the special meeting. No other business may be transacted at such special meeting except the items specified. Such special meetings shall be no less than seven days nor more than thirty days from the original request date. Notice of all special meetings shall be published in the OGN if time permits; if insufficient time does exist for such publication, the President shall assure that all members at interest are contacted.

V.5. Members interested in being notified of all special ExComm meetings may send a written request stating their desire to be notified to the President. The President shall arrange for such notification by the most convenient means.

V.6. General membership meetings, such as for election nominations or the transaction of business requiring membership approval, shall require a quorum of twenty-five members.

VI. SUBGROUPS

VI.1. Subgroups are formed by the ExComm based upon postal zip codes. Twenty-five or more members, being residents of a contiguous geographical grouping, may present a petition to the ExComm for the formation of a Subgroup, which petition must be acted upon by the ExComm within a reasonable time. Each Subgroup shall be represented by a Subgroup Coordinator. Subgroups may request their own Subgroup Coordinator by a petition to the ExComm signed by twenty-five members of the Subgroup, this petition must be acted upon by the ExComm in a reasonable time. If the Subgroup does not request its own Coordinator, one shall be appointed by the ExComm. The term of the Subgroup Coordinator, either by petition or appointment, shall be concurrent with the ExComm.

VI.2. Any member wishing to join a Subgroup other than that determined by his/her address may do so by submitting a written statement to the Membership Director. Membership and voting privileges in the newly-chosen Subgroup shall begin sixty days after the receipt of the written statement by the Membership Director.

VI.3. Subgroup Coordinators shall be entitled to receive zip-sorted copies of members residing within their subgroup area and shall be entitled to publish a column on their subgroup activities in the OGN, subject to length requirements agreed upon with the Editor.

VI.4. The ExComm shall have the power to dissolve, merge, modify the boundaries of, or otherwise change any Subgroup on its own motion, and must, within a reasonable time, act on any petition presented to it by at least ten members of a Subgroup calling for any such change in their Subgroup.

VII. ELECTION OF OFFICERS

VII.1. Elections of the President, Treasurer, and the seven Members-at-Large, shall take place in odd-numbered years in accordance with the following schedule:

a. No later than January 7th, the ExComm shall appoint a Nominations Committee of at least three members. They shall select their own chairman. The Nominations Committee shall, by March 7th , select at least one nominee for each elected office.

b. Nominations may also be made by presentation of a petition signed by at least ten members in good standing of DVM delivered to the President or Nominations Chairman no later than March 7th. The Nominations Committee shall publish the procedures for nominations in the February OGN.

c. No later than February 7th, the ExComm shall appoint an Elections Chairman who shall appoint at least two additional Elections Committee members, subject to ratification by the ExComm. No member of the Nominations Committee or of the Elections Committee may be an elected officer or a candidate in the upcoming election.

d. No later than March 7th, the ExComm shall select a time, date, and location for the ballot counting. This date shall be between May 15th and May 31st.

e. The Nominations Chairman shall deliver a list of all valid nominees to the Elections Chairman by March 7th. No further nominations will be accepted after this date.

f. The official ballot shall either be part of the OGN or be mailed separately. Replacement ballots may be obtained from the Elections Chairman upon written request.

g. The ballot shall provide space for write-in candidates.

h. The Elections Chairman shall arrange for the following items to be printed in the April issue of the OGN: a list of all valid candidates, such list to be in random order, the address of the Elections Chairman to whom all ballots must be delivered, the last day ballots will be accepted, the date, time, and place for ballot counting, the ballot if included as part of the OGN, and any other instructions specific to proper conduct of the election.

i. All ballots must be enclosed in an envelope bearing the member's signature, printed name, and address. Ballots may be mailed or hand delivered to the Elections Chairman.

j. Votes on valid ballots shall be counted by the Elections Committee members at the meeting specified and announced for such purpose. Any member may observe ballot counting, provided decorum is maintained. Election to office shall be determined by a plurality of votes cast. Tie votes shall be resolved by coin toss by the Elections Chairman. The Elections Chairman shall immediately announce the election results, and shall deliver such results to the President and to the Editor for inclusion in the next issue of the OGN.

k. The Elections Chairman shall hold all ballots and ballot envelopes for a period of thirty days following the ballot counting, unless a formal challenge has been lodged, in which case the ballots shall be held until the challenge has been resolved.

l. Challenges concerning the election must be received by the Elections Chairman or President within seven days following the announcement of the results of the ballot counting. The exact reason for such challenge must be delivered in writing and signed by the member submitting such. Challenges shall be decided by the Elections Committee within fourteen days of ballot counting. Such decisions may be appealed to the national Ombudsman or his surrogate, whose decision shall be final.

m. Resolution of any election challenges shall not affect any actions passed by the ExComm prior to such resolution.

n. Terms of office for the newly Elected Officers shall begin at the end of old business at the June ExComm meeting or the resolution of any election challenges, whichever occurs later.

VIII. RECALL ELECTIONS AND PROTESTS

VIII.1. It is the responsibility of all ExComm members to be familiar with and act in accordance with the provisions of these bylaws. If a member is convinced that the ExComm or officers thereof have acted against these bylaws, he may prepare a protest stating the Article(s) violated, the correction desired, the date, his signature, and deliver the protest to the Ombudsman. The Ombudsman must act on the protest within thirty-five days. If the protest is declared valid, the protested action will be corrected and noted in the official records. If the protest is declared to be invalid, the member shall have the right to appeal through recall election procedures of these bylaws or through the national Ombudsman. The results of appeals to the national Ombudsman shall be binding upon DVM.

VIII.2. Members shall have the right to file a Recall Petition requesting the removal from office of any ExComm member or member serving in an appointed official capacity. Such petition must state the person(s) to be recalled, the reason(s) for such recall, and must bear the dated signatures and membership numbers of those members signing the petition. The petition must be signed by one hundred members or ten percent of the DVM membership, whichever number is smaller. The removal of the specified member(s) by resignation or by ExComm action shall be considered as fulfilling the Recall Petition. If the specified member is an elected officer and is not removed through resignation or ExComm action within a thirty-five day period following receipt of the Recall Petition, a Recall Election shall immediately be initiated unless such Recall Election would fall within the time period of sixty days prior to a regularly scheduled election. The Recall Election shall follow the below-listed schedule:

a. A Special ExComm meeting shall be convened within two weeks following the thirty day period for action on the Recall Petition. At such meeting, the ExComm will appoint a Recall Elections Chairman who shall appoint at least two additional committee members, subject to the limitations of these bylaws. The ExComm shall also select a date, time, and place for the Recall Election ballot counting, no less than thirty days nor more than sixty days from the date of this meeting.

b. The Recall Elections Chairman shall arrange for a Recall Ballot restating the particulars of the Recall Petition and any special instructions, the address of the Recall Election Chairman to whom the ballots must be delivered, the date beyond which ballots received will no longer be acceptable, and the location, time, and date for the ballot counting. Said ballots may be included as part of the OGN or may be mailed separately.

c. All ballots must be enclosed in an envelope bearing the member's signature, printed name, and address. Ballots may be mailed or hand delivered to the Recall Election Chairman.

d. The Recall Elections Committee shall be responsible for counting and validating the Recall Ballots and reporting the election results to the ExComm. Any member may observe ballot counting. Recall requires a majority of tabulated votes.

e. The Recall Election Chairman shall hold all ballots and ballot envelopes for a period of thirty days following the ballot counting, unless a formal challenge has been lodged, in which case the ballots shall be held until the challenge has been resolved.

f. Challenges concerning the Recall Election must be received by the Recall Election Chairman or the President within seven days following the announcement of the results of the ballot counting. The exact reason for such challenge must be delivered in writing and signed by the member submitting such. Challenges shall be decided by the Elections Committee within fourteen days of ballot counting. Such decisions may be appealed to the national Ombudsman or his surrogate, whose decision shall be final.

g. Resolution of any Recall Election challenges shall not affect any actions passed by the ExComm prior to such resolution.

h. Any recall shall be effective seven days following the Recall Election or the resolution of all challenges, whichever occurs later.

IX. BYLAWS AMENDMENTS

IX.1. Amendments to these bylaws may be proposed by the ExComm, by an appointed Bylaws Committee, or by written petition signed by at least one hundred members or ten percent of the DVM membership, whichever is smaller. Within thirty-five days of receipt of any proposed amendments, the ExComm shall appoint a Bylaws Chairman if none is currently serving. The Bylaws Chairman shall be responsible for pursuing the bylaw amendment process. A copy of the proposed bylaws changes will be sent to the AMC for approval. Following approval by the AMC, the proposed bylaws changes will be published in the next issue of the OGN. The Bylaws Chairman shall arrange for a bylaws ballot to be mailed to all DVM members or otherwise to be included in the OGN along with all pertinent balloting information as in a regular election. The balloting procedure is the same as in a regular election. The last day on which ballots may be received can be no earlier than ninety days from the publication date for the issue of the OGN in which the bylaws proposals were originally printed. Two-thirds of the votes cast for any amendment is required to pass. Bylaws amendments shall take effect, either immediately or in accordance with the dates proposed therein, upon approval of the AMC, ratification by the DVM membership, and filing of the revised bylaws with AML and the AMC Bylaws Committee.

IX.2. All members of DVM shall be entitled to a copy of the latest bylaws as amended.

IX.3. The bylaws must contain and are implicitly considered to incorporate all minimum standard bylaws requirements specified by the AMC. These minimum standard bylaws requirements are enforceable and apply even if they do not appear in writing in the DVM bylaws.

X. MISCELLANEOUS

X.1. The ExComm may set policies concerning hosting of Mensa events.

X.2. Any member(s) wishing to form a local Special Interest Group (SIG) may do so and may have notice of the activities of said SIG published in the OGN, subject to the limitation that it may be required to show proof that it has a least five participating members.

X.3. The ExComm has the right to establish local dues for members. Failure to pay such dues shall not limit the member's right to receive the OGN as such subscription is funded from the national dues.

X.4. AML has granted a royalty-free, non-exclusive license to DVM 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 services and purposes of DVM. 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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