Bylaws of Western Pennsylvania Mensa
Effective 09 December 2018

ARTICLE I: NAME AND PURPOSE

Section 1: The name of this organization shall be Western Pennsylvania Mensa (“WPAM”).

Section 2: WPAM 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 abbreviated in these bylaws as “AML” and the American Mensa Committee as “AMC.”

ARTICLE II: MEMBERSHIP AND PARTICIPATION

Section 1: Membership of WPAM shall be open to all members of AML in good standing in the geographic areas assigned to WPAM by the AMC, or as otherwise assigned by AML. Members of WPAM residing outside this area but who are assigned to WPAM by AML are full members in WPAM for all purposes, including but not limited to voting and holding elected or appointed office.

Section 2: Mensa members in good standing, including those who are not members of WPAM, are welcome to participate in the social activities of the local group at the discretion of the host or hostess.

Section 3: The National Ombudsman, his/her surrogate, the Regional Ombudsman, and members of the AMC shall be permitted to participate in the business affairs of the local group in the discharge of their official duties.

ARTICLE III: OFFICERS AND DUTIES

Section 1: Officers of WPAM

Section 1.1: An officer is defined as any person whose position is specified in the local group bylaws or who is appointed by the Local Secretary (LocSec) or the Executive Committee (ExComm) to a position with a title and specific responsibilities. All local group officers, whether elected or appointed, must be current members in good standing of AML and WPAM.

Section 1.2: It is the responsibility of all officers of WPAM, voting and non-voting, to act as stewards of the rights of all members of WPAM as granted by the Constitution of Mensa. No officer shall knowingly institute, promote or agree to any policy or action that violates, circumvents or denies said rights.

Section 1.3: The conflict of interest rules stated in the Bylaws of American Mensa for the AMC shall also be applicable to the local group and the ExComm.

Section 1.4: All elected and appointed officers shall turn over all files, equipment, computer software, user IDs, passwords, and materials pertaining to their offices to either their successor(s), to the current LocSec, or to another member of the ExComm no later than four weeks after leaving office unless otherwise stated in these bylaws. All said materials, including original artwork and photographs, may not be transferred to anyone outside the control of WPAM without the express and recorded consent of the ExComm. (Violation of this section may be cause for action by AML, and may also constitute violation of civil law leading to legal action.)

Section 2: Elected Officers

Section 2.1: Executive Committee (ExComm)

Section 2.1(a): The governing body of WPAM shall be an Executive Committee (ExComm), which conducts the business of the local group. The ExComm consists of seven elected voting members.

Section 2.1(b): No member of the ExComm shall hold more than one vote, no matter how many positions he or she holds. Only members of the ExComm, whether elected or appointed as replacements, are permitted to vote on official business.

Section 2.1(c): During the Annual General Membership Meeting (newly elected members of the ExComm may participate remotely pursuant to Article VI Section 4), the newly elected members of the ExComm shall select from among themselves a Local Secretary, a Vice Local Secretary, and a Recording/Corresponding Secretary. Those elected ExComm members without a named position shall be considered Members At Large.

Section 2.1(d): The ExComm shall, between elections, appoint officers to fill any vacancy on the ExComm after publishing notice of such vacancy in the next practical issue of the group newsletter. Said notice shall invite members wishing to serve in that position to attend the next regularly scheduled ExComm meeting, to be held no later than 60 days from the publication of notice of the vacancy. All appointments made by the ExComm shall be published in the next practical issue of the group newsletter. ExComm members so appointed are considered to be elected officers.

Section 2.1(e): The terms of office of elected officers shall be two years from May 1st to April 30th of odd-numbered years, or until installation of a properly qualified successor, except in the case of resignation, succession to higher office as provided in Article III Section 2.3(d), failure to maintain membership, or removal from office as provided in Article VIII. The successor’s term shall be for the remainder of the original term only. “One full term” shall be defined as service of at least seven full months of a term.

Section 2.1(f): Any member of the ExComm, whether elected or appointed, serving two consecutive full terms shall be ineligible to serve further on ExComm until one full year has elapsed following completion of the second term of office.

Section 2.1(g): If an ExComm member is absent from three consecutive scheduled ExComm meetings in any one term, such absences shall constitute automatic resignation from the ExComm. The ExComm by a majority vote of the remaining members may declare such resignation void if extenuating circumstances exist.

Section 2.1(h): Elected members of the ExComm may be removed from office for cause under the provisions of Article VIII of these bylaws.

Section 2.2: Local Secretary (LocSec)

Section 2.2(a): The LocSec shall be the chief executive officer of WPAM, the liaison with other local groups, and the chief point of contact between AML and the local group. The LocSec shall endeavor to pass information to and from the local group in a timely fashion.

Section 2.2(b): The LocSec shall notify AML (through the National Office) and the Regional Vice Chairman (RVC) for the local group within two weeks of the results of elections and of changes in the officers of the group.

Section 2.2(c): The LocSec shall preside at ExComm meetings.

Section 2.2(d): The LocSec shall be an ex officio member of all committees and shall appoint such committees as may be authorized by the Bylaws and/or the ExComm, and as he/she deems appropriate.

Section 2.2(e): The LocSec shall render a condensed annual report and an appropriate operating budget to the ExComm in a timely fashion, with the assistance of the Treasurer and other officers as needed.

Section 2.3: Vice Local Secretary (Vice LocSec)

Section 2.3(a): The Vice LocSec shall assist the LocSec in his/her duties.

Section 2.3(b): The Vice LocSec shall be responsible for taking minutes at ExComm meetings in the absence of the Scribe.

Section 2.3(c): The Vice LocSec shall preside over ExComm meetings in the absence of the LocSec.

Section 2.3(d): The Vice LocSec shall immediately and automatically succeed to the office of LocSec if that office becomes vacant.

Section 2.4: Recording/Corresponding Secretary (Scribe)

Section 2.4(a): The Scribe shall take and maintain minutes of all ExComm meetings, and shall be responsible for maintaining a list of ExComm Actions Still in Effect (ASiEs).

Section 2.4(b): The Scribe shall notify officers and committees of their appointments.

Section 2.4(c): The Scribe shall send notices of all business meetings to the Editor for inclusion in the group newsletter.

Section 2.4(d): The Scribe shall conduct all other necessary official correspondence unless otherwise provided for or ordered by the ExComm.

Section 2.5: ExComm Members At Large

Section 2.5(a): ExComm Members At Large shall attend ExComm meetings, participate in discussions, and vote on ExComm business.

Section 2.5(b): ExComm Members At Large shall perform such other duties as are assigned by the ExComm.

Section 3: Appointed Officers and Committees

Section 3.1: Appointment of Officers

Section 3.1(a): Appointed officers, positions, and committees, including the position of committee chair, are appointed by the LocSec with the approval of the ExComm, and may be removed from office by majority vote of the ExComm unless otherwise stated in these bylaws.

Section 3.1(b): The term of office for all appointed officers and positions expires at the end of the term of office of the current elected officers, unless stated otherwise in these bylaws. The terms of office of the Treasurer, Editor, and Ombudsman do not expire at the end of the term of office of the current ExComm.

Section 3.2: Treasurer

Section 3.2(a): The Treasurer shall be responsible for all financial matters of WPAM.

Section 3.2(b): The Treasurer shall submit to the ExComm a semi-annual financial report to be published in the newsletter, that contains schedules of income, expenses, and balances of all funds under the control of the local group, including Regional Gathering (RG), scholarship, and other special funds. The Treasurer shall ensure that the Local Group shall comply with federal financial reporting requirements.

Section 3.2(c): The Treasurer shall provide to the LocSec or his/her designee (who must also be a voting member of the ExComm), statements from banks and any other institutions where the group’s money is deposited, at least quarterly; shall assist the Editor in the preparation and submission of any postal forms that might be required; and shall maintain a listing of all equipment owned by the local group.

Section 3.2(d): The Treasurer shall automatically be a member ex officio of the ExComm, of any Finance Committee, or of any committee of any kind that requires the collection and/or disbursement of funds.

Section 3.3: Editor

Section 3.3(a): The Editor shall edit the newsletter, and be responsible for gathering, determining, editing, and arranging (style and layout) the text and graphic content of the newsletter; producing, or cause to be produced, mechanical artwork suitable for reproduction for each issue; and establishing mechanical standards, an advertising policy, submission and printing deadlines, fulfillment of postal requirements and all other like matters to guarantee timely delivery of the newsletter. The Editor shall be a member ex officio of the ExComm.

Section 3.3(b): The Editor shall ensure that any member may exercise the right to have any member sponsored activity and/or recognized local or national Special Interest Group (SIG) event listed in the calendar of activities of the group newsletter, provided such activity is within the geographic area encompassed by WPAM and is open to all interested members. Member sponsored local events in conflict with either the Annual General Membership Meeting or the RG may be declined newsletter publicity, at the discretion of the ExComm.

Section 3.3(c): The Editor shall encourage submissions in good taste of any type, controversial or otherwise, from members for publication. The Editor is required to reject outright any submissions that are personal attacks upon members or others, libelous, in violation of US Copyright Law, or of an overwhelmingly vulgar nature meant solely to shock. The Editor has the right to reject an article or letter with a “No Editing” note due to space limitations. In cases of a submission which the Editor considers questionable or unsuitable, the Editor shall attempt to reach an amicable solution with the writer. If this cannot be done, the Editor may withdraw the item and request the ExComm resolve the matter at the next regular business meeting. ExComm has the final authority in a dispute over suitability of material to be published.

Section 3.3(d): The Editor shall turn over all files, materials, computer software, user IDs, passwords, and equipment in good order to the incoming Editor no later than 15 days after the outgoing Editor leaves office.

Section 3.4: Ombudsman

Section 3.4(a): The Ombudsman shall pursue local resolution of disputes, and shall also perform such other duties as may be required for all local group ombudsmen by AML.

Section 3.4(b): The Ombudsman may not be a voting member of the ExComm.

Section 3.5: Regional Gathering Committee

Section 3.5(a): No later than each November 1st of each year, the ExComm shall appoint a Regional Gathering (RG) Committee consisting of an RG Chair and an RG Treasurer, who shall be responsible for organizing and conducting the RG. The term of office of the RG Committee expires on October 31st following the RG.

Section 3.5(b): The RG Chair shall be responsible for appointing RG committee members, shall coordinate the planning of the RG, and shall represent WPAM in the hosting of the RG itself.

Section 3.5(c): The RG Treasurer shall be responsible for the funds collected into and disbursed from the RG account, working with the WPAM Treasurer.

Section 3.5(d): The RG Chair and the RG Treasurer shall jointly draw up an RG budget for the year.

Section 3.6: Election Committee

Section 3.6(a): No later than December 7th of each even-numbered year, the ExComm shall appoint an Election Committee consisting of two or more members who shall be responsible for conducting the election. The term of office of the Election Committee expires on May 31st following the election.

Section 3.6(b): The Election Committee shall conduct the election in accordance with the provisions of Article VII of these bylaws.

Section 3.6(c): No member of the Election Committee may be a voting member of the ExComm or a candidate in the upcoming election.

Section 3.7: Other Appointed Officers

Section 3.7(a): Any number of non-voting officers can be appointed from among the entire membership of WPAM, and shall serve at the pleasure of the ExComm. Non-voting officers shall be considered members ex officio of the ExComm, but may not be counted for a quorum.

Section 3.7(b): Non-voting appointed positions of the local group may include, but are not limited to, Testing Coordinator, Area Coordinators for outlying groups of members, and coordinators for other activities as deemed necessary.

Section 3.7(c): Any officer shall, with the consent of the ExComm, have the right to appoint any member(s) of WPAM to act as committee members, assistants, sub-chairmen or managers to aid him/her in the proper execution of their stated duties.

ARTICLE IV: FINANCES

Section 1: All established bank or other financial accounts must be solely for and in the name of the local group, The Treasurer and LocSec shall be signatories on all accounts and be individually authorized to sign checks on the account subject to a maximum limit set by the ExComm. If required by circumstances, a maximum of two additional WPAM members, preferably officers, may also be granted such authorization.

Section 2: When an event (such as an RG) has its own Treasurer or Registrar responsible for the collection and dispersal of funds specifically for that event, said Treasurer or Registrar will release all funds and financial records of that event to the Treasurer no later than 4 weeks after the close of the event.

Section 3: An annual financial review shall be conducted each year in April. The ExComm shall appoint someone to conduct the review who is not the Treasurer and was not involved in the issuing or collecting of money during the period being reviewed.

ARTICLE V: PUBLICATION

Section 1: The ExComm shall publish at least quarterly a printed newsletter that shall be the official publication of WPAM.

Section 2: Each issue shall contain, at a minimum: a statement of policy for submissions; notices of meetings and activities and/or a calendar of events; a directory of all elected and appointed officers, with enough information to facilitate access by any member; and official notices of the ExComm, including, but not restricted to, meeting minutes, requests to fill vacancies, and timely announcements of officially sponsored events.

Section 3: The newsletter shall publish any bylaws amendments, ballots, and results; election information, ballots if necessary, and results; and the Treasurer’s semi-annual financial reports.

Section 4: The Ombudsman, Regional Ombudsman, and the National Ombudsman may submit material to the Editor marked “for publication” that relates to his or her official duties. Anything so marked shall be given the highest practicable priority for publication in the newsletter.

Section 5: WPAM shall observe the preferences of members for data suppression and publication, as filed with AML, when publishing a local group roster or membership directory/register. If an electronic version of the newsletter is created, WPAM shall observe the members’ delivery preference (electronically or printed), as filed with AML. The ExComm may, at its discretion, send printed copies of the newsletter in addition to the electronic version to members who would otherwise get only the electronic version.

ARTICLE VI: MEETINGS

Section 1: Regular meetings or activities may be held at such times as may be appropriate; however, a regularly scheduled meeting of the ExComm and a membership social activity must be held at least once a quarter. Notice of meetings and activities shall be published in the newsletter or otherwise sent to each member, the RVC, and the National Office.

Section 2: Special ExComm meetings may be called at any time by the LocSec or upon written request by any three ExComm members, and shall be called upon receipt by any member of the ExComm of a petition made in writing signed by at least 5% of the membership of the local group as listed on the most recent membership roster provided by AML. The date, time, place, and purpose of the special meeting shall be announced in the newsletter (or by direct mail to each member, the RVC, and the National Office) if practicable, and shall be reported in the newsletter afterward. The agenda for the Special Meeting may include only that business for which the meeting was called.

Section 3: For both regularly scheduled and special meetings of the ExComm, a quorum shall consist of at least four members of the ExComm for all purposes other than filling vacancies on the ExComm. For purposes of filing vacancies on the ExComm, a quorum shall consist of a simple majority of the remaining members of the ExComm. Tied votes are considered not passed.

Section 4: A maximum of one-half of the members of the ExComm who are participating in an ExComm meeting may participate by means of telephone, on-line conference, or similar communications equipment which allows all persons participating in the meeting to communicate with each other simultaneously. Participation by such means constitutes presence in person at the meeting.

Section 5: Any action required to be taken may be taken without a formal meeting if, after communication by the LocSec to all members of the ExComm, a majority of participation by such means constitutes presence in person at the meeting.

Section 6: Proxy votes are not permitted in ExComm meetings.

Section 7: All meetings of the ExComm shall be held in a physical site located within the geographical limits of the local group as assigned by the AMC.

Section 8: An Annual General Membership Meeting shall be held for the purpose of counting ballots of the regular election and the presentation of annual reports from the officers to the membership within the month of April. Said Annual Meeting can be considered a regularly scheduled meeting of the ExComm.

Section 9: All WPAM members in good standing are entitled and welcome to attend all committee meetings, including ExComm, Editorial, and RG Planning Committee meetings.

ARTICLE VII: ELECTIONS

Section 1: The Election Committee shall determine those election rules and regulations not covered in these bylaws, and shall cause them to be either (a) published in the January issue of the newsletter, or (b) mailed by post or electronically to all members of the local group no later than January 1st.

Section 2: The Election Committee shall ensure that the January issue of odd-numbered years of the group newsletter, or a separate document mailed by post or electronically to all members of the local group, carries a call for nominations, instructions for nominating petitions and candidates’ campaign statements, and the name and address where nomination petitions are to be mailed or otherwise delivered.

Section 3: Each candidate must submit a nominating petition which shall be in writing (understood to be typed, hand written or a mechanically reproduced original or copy), dated and signed by the nominee and at least five members in good standing of WPAM. No person may be elected to the ExComm without having submitted a valid petition in accordance with these bylaws.

Section 4: For a nominating petition to be considered valid, it must be received by the Election Committee by 11:59PM EST on February 7th of the current election year. Votes for write-in candidates are not permitted and shall not be counted.

Section 5: Candidates may, when delivering their nominating petitions, submit a campaign statement to the Election Committee to accompany the ballot. The maximum length of the statement shall be determined by the Election Committee and shall not be subject to editing. Nothing in this section shall be construed as preventing any nominee from mailing his/her own campaign statement at his/her own expense to the membership at large.

Section 6: If seven or fewer valid nominating petitions are received, these nominees shall be declared to be elected, and no further balloting procedures shall be required.

Section 7: If more than seven valid nominating petitions are received, the Election Committee shall create the ballot containing the names of all nominated candidates in random order. Ballots shall be printed in the March issue of the newsletter, including in the electronic version of the newsletter if such is available, or mailed by post or electronically to all members of the local group, but in any case, posted no later than March 1st.

Section 8: Ballots must be returned to the Election Committee chair and received no later than the deadline date shown on the ballot, which shall be March 31st in the case of a general election. Ballots received after that date shall not be counted. Ballots may be returned by mail, electronically if such option is available, or in person, but all members must be allowed to participate by postal mail at all stages of the election process if they so choose. Proxy votes are not permitted.

Section 9: The Election Committee shall meet in public at the Annual General Membership Meeting in April to count the ballots. If a voter does not follow the rules for submitting ballots, causing confidentiality of the voter’s ballot to be compromised, but the ballot is otherwise acceptable, the ballot shall be accepted, and the voter shall be deemed to have waived confidentiality.

Section 10: The seven nominees ranking highest in vote totals, or up to seven nominees if declared elected in accordance with Article VII Section 6, shall be declared the new ExComm and shall assume office on May 1st. Any vacancies due to declination or insufficient nominations shall be filled in accordance with Article III Section 2.1 (d). In case of a tie, the Election Committee shall break the tie by a random process, such as a coin flip.

Section 11: Under no circumstances, including unforeseen delay of the Annual General Membership Meeting, shall the newly elected ExComm be prevented from taking office on May 1st.

Section 12: The Election Committee chair shall certify the results of the election to the LocSec and shall have the election results published in the next possible issue of the newsletter. The Election Committee chair shall preserve the ballots for inspection by any member of WPAM until May 31st following the election.

Section 13: Any challenges to the election must be made in writing to the Election Committee chair and received within 15 days following the election. Any such challenges must be ruled on within 14 days after the committee receives the challenge. Any actions by the ExComm while a challenge is pending are not affected by the outcome of any such challenge.

ARTICLE VIII: REMOVAL OF OFFICERS AND RECALL ELECTIONS

Section 1: Executive Committee Member

Section 1.1: A member of the ExComm can be removed from office for gross cause by a unanimous vote of the remaining members of the ExComm.

Section 1.2: A member of the ExComm can be removed from office for cause by a Recall election.

Section 1.3: A petition requesting the recall must be signed by at least ten percent (10%) of the membership of WPAM. The petition must clearly state the reasons (i.e. cause) for the recall and the specific member(s) to be recalled. To be valid, said petition must be presented “in person” to the ExComm by a member in good standing of WPAM, at either a regular business meeting or a special meeting called for such purpose.

Section 1.4: At said meeting where the Recall Petition is presented, the ExComm shall appoint an Election Committee who shall fulfill the same duties as the Election Committee during a regular election.
At the same meeting, the ExComm shall establish a date for balloting which shall be no more than 60 days after the presentation of the petition.

Section 1.5: A Recall Election with a call for potential replacements must be published within 30 days of the presentation of the petition, in accordance with the provisions of Article VII Sections 1 and 2.

Section 1.6: All appropriate provisions as stated in Article VII shall apply in a Recall Election except in such cases where they are in conflict with any provision within this Article. All dates should be adjusted appropriately, and the ballot count may take place at a regularly scheduled meeting, if the timing is appropriate, or at a Special Meeting called for such purpose. In the case of a Recall Election, all ballots must be cast by mail.

Section 1.7: Upon counting and certification of the ballots and presentation of the results by the Election Officials at a meeting described in the previous section, the ExComm member in the Recall Election is immediately removed from office if a majority of valid ballots cast call for his/her recall.

Section 1.8: No Recall Petition shall be acted upon within 90 days prior to a regularly scheduled election.

Section 2: Any non-voting officer may be removed from office by a majority vote of the ExComm or upon the presentation of a petition signed by 30% of the membership of WPAM.

Section 3: No officer may vote on his/her own appointment or removal from office and may not vote on any issue relating to his/her conduct in office.

ARTICLE IX: AMENDMENTS

Section 1: Amendments to these bylaws may be proposed by the ExComm, a Bylaws Committee appointed by the ExComm, or by a written petition signed by at least 5% of the members of WPAM and received by any member of the ExComm. Such proposals shall be submitted first to the AMC for its approval to ballot. ExComm shall appoint a Bylaws Committee of two or more members to oversee the bylaws amendment process and conduct the balloting, if such committee does not already exist.

Section 2: After approval to ballot has been received from AMC, the Bylaws Committee shall cause the proposed amendment(s) to be published, in accordance with the election process in Article VII Section 7, with dates adjusted. Within 60 days of first publication, ballots shall be sent to every member of the local group using the election process described in Article VII Sections 7 and 8, with dates adjusted. The balloting deadline shall be no less than 90 days following the first publication of the proposed amendment(s).

Section 3: To become effective, an amendment to these bylaws shall require an affirmative vote of a majority of those casting valid ballots, as well as final approval by the AMC and filing of revised bylaws with the AMC Bylaws Committee. The AMC Bylaws Committee will tell the local group the effective date of the bylaws as amended.

ARTICLE X: MENSA NAME AND LOGO

American Mensa, Ltd. (AML) has granted a royalty free, nonexclusive license to WPAM for the use of the mark “Mensa” and a logo, consisting of a globe over a stylized “M” within a border, in conjunction with the non-commercial uses of WPAM. AML retains full ownership of the mark and logo and all statutory and common law rights in the mark and logo.

ARTICLE XI: AUTHORITIES

Section 1: The Minimum Standard Bylaws for Local Groups of AML are implicitly included in these bylaws. The minimum requirements are enforceable even if they are not explicitly contained in these bylaws. If there is a conflict between these bylaws and the Minimum Standards, the Minimum Standards take precedence.

Section 2: The rules contained in Robert’s Rules of Order, Newly Revised, latest edition, shall govern the local group in all cases to which they are applicable and not inconsistent with these bylaws.

Section 3: In these bylaws, in all cases in which a specific calendar date is deemed a deadline, and said date falls on a Sunday, or any day declared a holiday by the United States postal authorities, said deadline will be presumed to be extended to the following calendar date. This section shall also apply in situations that may be commonly accepted as due to “Acts of God or Nature.”

Section 4: The current roster provided by AML shall provide the number of members in WPAM for the purpose of determining a given percentage of the membership.