ARTICLE I - NAME AND PURPOSE

ARTICLE II - MEMBERSHIP

ARTICLE III. OFFICERS & DUTIES

Topic III, A: Governing Body and Officers. Consider the following MBL § III, 1

^a "1. The governing body of _______ Mensa shall be an Executive Committee (ExComm), which conducts the business of the local group. The ExComm consists of the following voting members: three elected officer positions (Local Secretary, Deputy Local Secretary, and Treasurer), plus one additional member elected at large for every 200 members of the local group or fraction thereof, plus three appointed officers (Program Chairman, Recruitment and Testing Chairman, and Publications Officer). All officers, whether elected or appointed, must be current members in good standing of AML; an officer is defined as any person who is given a title with specific responsibilities. All voting members of the ExComm must also be current members in good standing of _______ Mensa. At their first meeting after taking office, the elected members of the ExComm shall select from among themselves a Local Secretary, a Deputy Local Secretary, and a Treasurer."

III, A, 1. Governing body
Background. Robert's Rules definitions under Chapter XVII, Boards and Committees.
Question. Do we want our governing body to be a Board of Directors, Board of Officers, Council, Executive Committee, or some other form of leadership assembly, MSB C&E 3A?
Answer. Board of Officers and, informally, "Board. " Adopted on February 14.
Incorporated in: Article IV a.

III, A, 2. Members elected at large duties
B. American Mensa defines officers as any person who is given a title with specific responsibilities, MSB 3B. Since members elected at large are not given specific duties, AML evidently does not consider them officers. This is also suggested in MBL section III, 1., which uses additional member rather than officer for members at large and has a separate sentence defining their status.
Q. Should all board members have assigned duties so that they all are are considered officers?
A. All board members should have assigned duties and therefore should be considered officers of Lonestar Mensa. In addition to duties common to all board members, general members should have a duty to actively solicit ideas and concerns of the general membership and present them to the board. Adopted March 13.
I. Section V 3 d.

III, A. 3. Elected officer board positions (not titles)
B. American Mensa requires three elected officers as a minimum, (MSB, 3, C) and mentions Treasurer and Past LocSec, (MSB, 3D). Roberts Rules mentions a minimum of a Chair and Secretary for the assembly (board) meetings although these do not have to be position titles. The MBL provides some additional possible position titles
Q. What should our elected officer positions be?
A. A leader, a vice leader and recorder, the past leader, a financial officer, and one general member for each 200 members, less one, from a a minimum of one to a maximum of seven. This is three elected officers plus two per 200 members with a minimum of 5 and a maximum. of 11. The past leader is automatically an elected officer and half of the remaining elected officers are elected for two year terms each year. The bylaws should show the number of elected officers a membership below 400 through membership of 800 and above. Adopted the four named officer positions March 13 the and remaining positions September 4.
I. Section V 4.
Q. What date should be used to determine membership?
A. March 31 of the preceding year. Adopted November 13.
I. Section V 4 a

III, A. 4. Appointed board officers with vote
B. American Mensa requires that "no more than one-half the voting positions of the governing body may be appointed positions; however there may be as many non-voting appointed positions as desired" (MSB 3A) and "all appointed positions with votes on the governing body must be specified in the bylaw, and no more than one-half the total number of votes on the governing body may be assigned to appointed positions" (MSB C&E 3A). Possible appointed officers are "mediators and arbitrator(s)" (MBL C&E 3H), Publications Officer, proctor, SIGHT Coordinator, Gifted Children Coordinator (MBL C&E 3H), "Program Chairman, Recruitment and Testing Chairman, and Publications Officer" (MBL III, 1), "newsletter editor, newsletter circulation manager, publicity officer, scholarship chair, program officer, webmaster, testing coordinator, ombudsman, and arbitrator" (LSM BL III, 2), historian, librarian, curator, chaplain, sergeant-at-arms (warden, warrant officer), doorkeeper (guard), and honorary members (Roberts Rules, 445-446), standing committee chairs, and other officers listed in LSM ASIE 2001-01-01, and others. Officers may be organized (an ad-hoc basis, programmatically, etc.).
Q. How should local group officers be organized?
A. In three levels:

• The Board consisting of the elected officers and four appointed standing committee chairs as ex officio members that do not count in determining a quorum
• Four standing committees, and annual ad hoc RG nomination, and election committees, and independent officers with titles and assigned responsibilities who survive their appointing board (like the ombudsman)
• Standing committee members some of whom have titles and assigned responsibilities and whom survive their committees (like proctors)
• Members of the local group.     

Board member, standing committee, and standing committee chair general responsibilities and authority will be provided in the bylaws and that the Board shall provide specifics in the Standing Rules (ASIEs). Adopted April 10.
I. Article IV b; Section V 1 c.
Q. Which appointed officers should be on the board with votes?
A. Committee chairs are appointed officers and ex officio members of the Board and may introduce actions and vote on all matters except fiscal matters. Adopted April 10.
I. Section V 2 a.

III, A, 5. Other board officers (without vote)
B. See list of possible officers above. "Any LSM members who wish to do so may attend ExComm meetings as non-voting members." (LSM BL III, 3).
Q. Which other appointed officers should be on the board (without vote)?
A. None but all local group officers and other members may attend Board meetings. Adopted April 10.
I. Sections V 4 d, VIII 5 e.
Q. Which local group officers should be required to attend meetings?
A. Elected officers must attend all Board meetings with penalties for missing meetings (to be decided). Appointed board members are not counted in determining a quorum but.are encouraged to attend. All other officers and other local group members may attend. Adopted April 10. Elected and appointed officers must attend all Board meetings with penalties for missing meetings (to be decided. Adopted 2009 February 12.
I. Sections V 6 c and VIII 4 i.

III, A, 6. Specific Officers and duties (See Officers Worksheet.)
B. On April 10 we approved in principle that Board member, standing committee, and standing committee chair general responsibilities and authority will be provided in the bylaws and that the Board shall provide specifics in the Standing Rules (ASIEs). 
Q. Which specific officers and duties should we define in the Bylaws, list but not define in the Bylaws, define in the Standing Rules (ASIEs), and/or what combination of both? The worksheet provides a way to address this issue in detail.
A. Officers are specified in the final officer's worksheet. Adopted September 3.
Q. Should AML officer titles be revised based on AML standard aliases. See message.
A. Revisions are included in the final officer's worksheet. Adopted September 3.

III, A 7, Multiple offices
Q. May individuals be elected or appointed to more than one office?
A. Members may hold multiple officer and committee member positions except for the ombudsman and arbitrator. Adopted June 14.
I. Section V 1 b.
Q. What restrictions on multiple appointments should be specified?
A. An officer may hold only one voting position on the Board. Adopted June 14.
I. Section V 1 b.

III, A. 8. Gender references
B. American Mensa uses traditional gender references, "The Model Bylaws use “chairman” designations for various positions, mainly for reasons of tradition. If your local group wants to use “chair” or “chairperson,” or even avoid this sort of title entirely, that is fine with the Bylaws Committee. The usage should be consistent throughout your bylaws, though. Some local groups put sections in their bylaws explaining gender references, and that is fine, too." (MBL Notes 3). The dictionary defines chairman as "1. A person who presides at a meeting of heads a committee, board, etc." (New Webster College Dictionary, 2000, p. 242).
Q. Do we want traditional gender references?
A. Yes. E.g. "chairman" in the model bylaws will be replaced by "chair." Adopted July 10.
I. Section V 1.

III, A. 9. Leader title
B. American Mensa allows, "The chief executive officer of a local group may be titled Local Secretary, President, or Chairman, whichever the group prefers; however, no local group may have, as separate officers, more than one of the three." (MSB 3, D, (i)).
Q. Do we want a LocSec, President, or Chairman, as official title?
A. "Local Secretary (LocSec)," for consistency with Mensa tradition. Adopted July 10.
I. Subsection V 4-2
Q. Should the leader be given or allowed to use additional titles for use outside of Mensa when such title is needed for legal documents (such as establishing bank accounts or when necessary to clarify the duties of the Deputy LocSec)?
A. Use of "President" for the LocSec when dealing with the general public and for signing official documents requiring the Lone Star Mensa President's signature. Adopted July 10.
A. "Vice-President" as the title of the officer who automatically succeeds the LocSec. Adopted July 10.
A. Use of "Secretary" for the Vice-President when signing official documents requiring the Lone Star Mensa Secretary's signature. Adopted July 10.
A. "Chair" is the title of the presiding officer at Board meetings, normally the LocSec, and "Secretary" as the title of the officer who records the proceedings of Board meetings, normally the Vice-President. Adopted July 10.

III, A. 10. Other officers' general titles
B. Various general titles are used for officers and committee members like committee chairman, coordinator, officer, etc.
Q. What should be our general titles for committee leaders, like chair/chairman, secretary, officer, etc.
A. "Communications Chair,""Education Chair," "Recruitment Chair," and "Symposia Chair," as the titles of the four standing committee chairs who serve as voting members of the Board. Adopted July 10. Revision of "Recruitment Chair" to Membership Chair. Adopted August 7.
Q. What should be our general titles for members who have specific functions (chair/chairman, secretary, officer, etc.)
A. The general title of "Coordinator" for officers who are standing committee members who are responsible for a specific function. Adopted July 10.
Q. Should any officer be given or allowed to use additional titles like, Vice-President/Secretary, .../officer, for the same position?
A. Use of additional titles only when needed for a specific temporary purpose for example the LocSec may use the title "President" and the Publicity Coordinator may use the title "Publicity Officer" when necessary to convey authority when dealing with the general public. Adopted July 10.
I. Section V 1 h.
Q. What title exception should we have?
A. Title exceptions as appropriate—titles that are specified by AML, such as Ombudsman, and for chairs of special (ad hoc) committees such as the LonestaRG Chair. Adopted July 10.

III. A. 11. General board member titles.
B. We have been using Board Member, Member-at-Large, general member, and other elected member in our discussions of elected members of the board who are not executive officers. The first two are problematic because executive members are also board members and elected at large. Robert's Rules does not use member-at-large or general member; instead it uses alternative titles of director, manager, governor, trustee, member of the board, and board member. The MBL and MSB use the terms elected member, position, and  member of the governing body. They only use "at large" to refer to members "elected at large." Note 3A to the MLB uses the term Board of Directors. We have chosen a Board of Officers for our board. (In a note discussing the changes to elections the MBL uses the term members at large in reference to sub-group elections.) Current Bylaws uses Member-at-Large but it seems is somewhat cumbersome and less recognized than the other terms used by folks outside our group. 
Q. What title should we use for the members of the Board of Officer elected at large?

III, A, 12. Order of succession.
B. American Mensa that officers must have "a defined order of succession or other means of immediately and automatically filling a vacancy in the position of Local Secretary. A replacement for an elected officer is considered to be an elected officer whose term of office ends with the next regular elections."
Q. What is the order of officer succession?
A. Order of succession to the leader is the deputy or vice-leader. Adopted June 14
I. Subsection V 4-3 b
Q. What are the procedures for back filling officers?
A. There is no order of succession for other officers. Adopted June 14.
I. .Subsection V 4-3 b

III, A, 13. Standing Committees and members
Q. What functions should the standing committees be responsible for?
A. As adopted April 10, the standing committees are responsible for local group programs and activities in the following areas.

• Communications, newsletter, Website, email lists, general marketing and advertising, records management, history, and similar and related activities
• Recruitment, membership, testing, new member welcome, and similar and related activities
• Education, scholarship, gifted children, gifted teens, and similar and related activities
• Symposia, monthly gatherings, ad-hoc gatherings, and similar and related activities

The Board may specify specific titles, assign specific responsibilities, and delegate specific authority to selected standing committee members (such as Proctor Coordinator) in the Standing Rules.

• Any member given a title and duties shall be considered an officer (per the Minimum Standard Bylaws).
• All officers who survive their appointing board are included in the bylaws (per the Minimum Standard Bylaws).

Q. Considering the above functions, what should our standing committees be called?
A. "Communications Committee," "Education Committee," "Recruitment Committee," and "Symposia Committee." Adopted April 10. Revision of "Recruitment Committee" to "Membership Committee." Adopted August 7.

Topic B. Elections and Appointments. Consider the following MBL note 7,

"Note 7. ELECTED EXCOMM VS DIRECTLY ELECTED OFFICERS
There are advantages and disadvantages to both systems. When the officers are elected by the Executive Committee from among themselves, it reduces the tensions of the election process within the local group, since most of the major candidates will all be elected to the ExComm, which then elects its officers. On the other hand, having the officers elected directly by the membership promotes responsibility to the membership. Often a new group may feel that having the elected Executive Committee chose the officers from among themselves will allow the most active participants to all be on the governing board, and the group then has the advantage of having the abilities of more people on the board."

III, B, 1. Indirect or direct elections
Q. Should elected officers be officers elected directly elected or elected by the Board?
A. Indirect. Adopted August 7.
I. Section V 5.

II, B, 2. Officer appointments
Q. How should appoint officers be appointed?
A. The Chairman of the Board appoints committee chairs with the advice and consent of the Board. Adopted May 8

III, B, 3, Appointments of other committee members
Q. How should we appoint non-officer committee members?
A. Committee chairs appoint committee members. Adopted May 8

III, B, 4. Elected officer terms
B. Some local groups have staggered two-year terms, with one-half of the officers being elected each year (MSB C&E 6A1).
Q. Should we have one year, two year, or staggered terms?
A. Two year staggered terms. Adopted May 8
I. Section V 4.
Q. What should be our fiscal year?
A. It should coincide with the AML fiscal year. Adopted May 8
I. Subsection V 4-4 b.
Q. What should be our officer year?
A. It should coincide with our fiscal year. Adopted May 8
I. Sections V 4 c and V5 a
Q. What month should we use to count membership for determining the number of board members elected at large?
A. The month prior to the month when the annual ballots are sent out to members. Adopted May 8. March 31 of the preceding year. Adopted November 13. See III A 3.
I. Section V 4 a

III, B, 5, Appointed officer terms (See also minutes from April 10.) (See Officers Worksheet.)
Q. Which appointed officers and committee members should continue past the current governing board?
A. One year term for all standing committee officers and members with the exceptions adopted April 10, and continuing terms of office of all special (ad-hoc) committee members until the committee work is completed and the Board has received its final report or until discharged by the Board. Adopted June 14.
I. Sections V 4 c, V 7 b, V 8 b, V 9 b, and V 10 b..

III, B, 6. Vacancies
Q. How should elected officer vacancies be filled?
A. The leader appoints, with the advice and consent of the Board, officers to fill vacant Board appointed officer positions and elected officer positions with less than 6 months remaining and special elections for selecting officers to fill vacant elected officer positions with 6 months or more remaining. Adopted June 14.
I. Section V 1 g.
Q. How should appointed officer vacancies be filled?
A. Appointed committee officer and member positions are filled through the same process as the members were appointed with committee advice and consent. Adopted June 14.
I. Sections V 1 g and V 4 e.

III, B, 7 Removal
Q. How should elected officers be removed?
A. Remove any LSM officer or committee member for cause by unanimous vote of the remaining members of the Board.
Remove an elected officer for cause by recall election using the procedure in the Model Bylaws.
Remove an elected officer for missing three consecutive meetings using the procedure in the Model Bylaws. Adopted June 14.
I. Section V 1 f.
Q. How should appointed officers be removed?
A. Remove appointed officers and committee members for cause including missing three consecutive meetings by the same process as their appointment but with remaining committee member advice and consent. Adopted June 14.
I. Section V 1 f.

ARTICLE IV - MEETINGS

!V, 1. Governing Body Meetings
B: MSB suggests meetings every quarter.
Q. How often should the governing body meet--in Bylaws, in Special Rules?
A. At least once a quarter in bylaws; monthly at a standard date, time, and place in Special Rules (ASIEs). Adopted September 4.
Q. What notice should be sent?
A. At least in the newsletter calendar for the month of the meeting in bylaws, in the online calendar, and by announcement in the general email list to members. Adopted September 4.
Q. How are special meetings called?
A. As written in the Model Bylaws but with five percent of the membership. Adopted September 4.
Q. Where are meetings located?
A. At a location within the geographic area of the local group and open to the membership without admission cost for the members to attend. Specific location as specific in the Special Rules. Adopted September 4.

V, 2. Decisions
Q. How should decisions of the governing body be made?
A. Majority, with the exceptions below. Adopted September 4.
Q. What percent majority should apply to what decisions?
A. More than 50 percent except as specified in the Bylaws, Robert's Rules, and Special Rules (ASIEs). Adopted September 4.

V, 3. LocSec Vote
Q. Should the Chairman of the Board vote only in the case of a tie?
A. The Chairman should not vote but may vote to make or break a tie. Adopted September 4.

!V, 4. Membership Meetings
B: ASIE 1995-024 reads, "That the definition of a Local Group, in order to qualify for receipt of the dues allotment is as follows: a) Local groups must have both a membership and a business meeting in each quarter, notice for which must be communicated to the members of the Local Group, as well as publish a regular newsletter or calendar of activities at least quarterly. Such activity and communication must be subject to verification on request. A membership meeting is defined as any organized activity for the members, and a business meeting is defined as a meeting of the governing body. b) . . . "
Q. How often should the membership meet--in Bylaws, in Special Rules?
Q. What notice should be sent?
Q. Where are meetings located?

!V, 4. Membership "Business" Meetings
B: MSB paragraph #3A reads in part, "If a 'business meeting' of the membership is held, its scope is limited to receiving reports, asking questions, making statements, proposing bylaws amendments if the bylaws permit it, making non-binding recommendations to the governing body, and similar non-action items."
Q. Should we have an annual business meeting?
Q. Should we have a business meetings more often--in Bylaws, in Special Rules?
Q. Should it be a combined Board/Business meeting or serial meetings--in the special rules?
Q. What notice should be sent?
Q. How should special meetings be called?
Q. Where should meetings be located?
Q. What can be accomplished --in Bylaws, in Special Rules

ARTICLE V - ELECTIONS

V, 1, Annual or bi-annual elections
B. MSB allows one and and year elections for one and two year terms.
Q. Do we want annual elections?
A. Yes for 2 year terms. Adopted May 8.

V, 2, Electronic voting
B. American Mensa allows electronic voting with certain safeguards (MSB C&E 6A2).
Q. Do we want to allow electronic voting, and if so, how?

ARTICLE VI - AMENDMENTS

VI, 1. Do we want to add to the process listed in the MBL?

VI, 2, Electronic voting
B. American Mensa allows electronic voting with certain safeguards (MSB C&E 6A2).
Q. Do we want to allow electronic voting, and if so, how?

ARTICLE VII - MENSA LOGO & NAME
ARTICLE VIII. PARLIMENTARY PROCEDURE & RULES OF ORDER

Notes:
^a Indicates match with AML Model Bylaws (MBL) 2007 December 1.
^b Indicates close match with AML Model Bylaws (MBL) 2007 December 1.
^c Indicates close match with current LSM Bylaws.