Lonestar Mensa
Bylaws Committee

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2008 January 10

2008 February 14

  • Convened at 7:15 PM, adjourned at 8:15 PM, at Central Market, Austin, Texas.. Present: Steve, Ron, Lu, John, Helen, Don, members, and two guests.
  • Approved the minutes and related work of the January 10 meeting.
  • Discussed possible time line. Decided that it was more important to get it right and allow time for the membership to consider the changes than to have the amendments approved before the 2008 election cycle for 2009, that we should not have a firm timeline initially but proceed with haste, and that we should reconsider a firmer timeline later in the process if one became necessary.
  • Discussed electronic voting. Agreed that the electronic voting section should be as flexible as possible but still within the criteria established by the AML Minimum Standard Bylaws. Helen and Steve agreed to prepare bylaws wording for discussion at the next meeting.
  • Considered and approved: Article III Sections 4 and associated amendments and explanations, subject to changes if required to allow electronic voting.
  • Considered and approved: Article VII and Article VIII, sections 1, and 2 ; and associated amendments and explanations.
  • Considered and approved for Final Draft: Article VI
  • Discussed Ideas question under Article III, A, 1, What do we want our governing board to be called? Based on considerations of the AML Model Bylaws and Robert's Rules on Boards and Committees, approved the name of "Board of Officers" or informally "the Board". This will be incorporated in Article III, Section 1 under Draft Sections for Discussion after the related questions have been answered and when the section is composed.
2008 March 13
  • Convened at 7:15 PM, adjourned at 8:15 PM, at Central Market, Austin, Texas. Present: Steve, Helen, and Don, members, and one guest.
  • Approved the report, minutes, and related work from the previous meetings.
  • Discussed electronic voting. Decided that the Committee should include general provisions for electronic voting in the Bylaws and specific implementation procedures in a new ASIE. The Bylaws should list the principles that the voting implementation must follow and should be consistent with the Minimum Standard Bylaws. The ASIE should explain how electronic voting will be implemented to meet the principles. Helen agreed to provide Steve a draft of the Bylaw wording and Steve agreed to review/revise the draft. Their final product will be posted on the Draft Sections for Discussion Webpage. The Committee will discuss implementation at a future date.
  • Considered and approved Article VI, Amendments, and the associated Webpage Amendments and Explanations, subject to changes if required to allow electronic voting.
  • Discussed Ideas question under Article III, A, 2, Should all board members have assigned duties so that they all are considered officers? After considering our current bylaws, the committee decided that 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.
  • Discussed Ideas question under Article III, A, 3, What should our elected officer positions be? After considering the suggestions in the Minimum Standard Bylaws, Model Bylaws, and Robert's Rules the committee decided on the following positions with titles to be considered later:
    • A leader
    • A vice leader and recorder
    • The past leader
    • A financial officer
    • One general member for each 100 members or fraction, less one.

2008 April 10

  • Convened at 7:20 PM, adjourned at 8:20 PM, April 10, 2008, at Central Market, Austin, Texas. Present: Ron, John, Helen, and Don.
  • Approved past work with two exceptions:
    • Approved a correction in the spelling of the local group name from Lonestar Mensa to Lone Star Mensa.
    • Approved reconsideration on April 8 of the formula for determination of the number of Members-at-Large to accommodate the potential problem of a very small group and a very large group.
  • Approved the principle that, to accommodate electronic voting, the general election procedures should require a means to positively identify the voter submitting the ballot in the bylaws and provide that an ASIE or the Election Committee should specify the specific identifier (Mensa member number, logon ID, etc.).
  • Postponed discussion of electronic elections until Steve is available.
  • Considered Questions III A 4 and 5, How should the local group officers be organized? Which appointed officers should be on the board with votes? Which other appointed officers should be on the Board (without vote)? Which officers should be required to attend meetings and be included in the quorum?
  • Approved in principle a local group organizational structure consisting of officers at three  levels to serve the members:
    • The Board consisting of the elected officers (previously approved) and four standing committee chairs
    • Standing and ad hoc committees and independent officers such as the ombudsman
    • Standing committee members some of whom have titles and assigned responsibilities and some of whom survive their committees (like proctors)
  • 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). 
  • Approved four standing committees:
    • The standing committees are responsible for local group programs and activities in the following areas with committee names to be discussed later:
      • 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
    • Committee chairs are appointed officers and ex officio members of the Board and may introduce actions and vote on all matters except fiscal matters, are encouraged to attend meetings, and are not counted in determining a quorum.
    • 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).
  • Approved all officers and members attending Board meetings.
  • Approved granting authority to appoint annually the RG, Nomination, and Election Committees and Chairs, that will survive the local appointing authority.
  • Approved in principle to include in the bylaws titles and general responsibilities for additional officers, specified or approved by AML, that survive the local appointing authority including:
    • Proctors
    • Ombudsman
    • Arbiter
    • Gifted Children Coordinator
    • S.I.G.H.T. coordinator

2008 May 8

  • Convened at 7:19 PM, adjourned at 8:20 PM, May 8, 2008, at Central Market, Austin, Texas. Members present: Ron, Helen, Don, and one guest.
  • Approved past work with the exception of the formula for determining the number of elected board members to be discussed at this meeting.
  • Approved the Final Draft name spelling correction to Lone Star Mensa.
  • Approved a new formula for determination of the number of board members elected at large consisting of one board member for every 100 members with minimum and maximum numbers. Approved a minimum of 6 and a maximum of 10 elected members to be revisited when the Bylaws paragraphs describing the board and officers are completed.
  • Postponed for further discussion at the June 12 meeting the question of whether the Chairman, Vice Chairman/Secretary, and Treasurer of the Board should be elected by the board from its members elected by the LSM membership or should be directly elected by the LSM membership.
  • Approved granting authority to the Chairman of the Board to appoint committee chairs with the advice and consent of the Board.
  • Approved granting authority to committee chairs to appoint their committee members.
  • Approved a two year staggered terms for elected board members without restriction on reelection.
  • Approved the LSM fiscal year to coincide with the American Mensa fiscal year.
  • Approved a one year term for the board and its Chairman, Vice Chairman/Secretary, and Treasurer to coinciding with the LSM fiscal year.
  • Approved the month for the membership count for determining the number of elected board members to be at the end of the month prior to the month when annual election ballots are sent out to members.

2008 June 12

  • Convened at 7:15 PM, adjourned at 8:16 PM, June 12, 2008, at Central Market, Austin, Texas. Members present: Helen, Lu, Ron, Steve, Don
  • Approved past work with the exception of the formula for determining the number of elected board members postponed from previous meetings.
  • Approved one year term for all standing committee officers and members with the exceptions adopted April 10.
  • Approved 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.
  • Approved members may hold multiple officer and committee member positions except for the ombudsman and arbitrator.
  • Approved an officer may hold only one voting position on the Board.
  • Approved the leader appointing, 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.
  • Approved special elections for selecting officers to fill vacant elected officer positions with 6 months or more remaining.
  • Approved filling appointed committee officer and member positions through the same process as the members were appointed but with committee advice and consent.
  • Approved removing any LSM officer or committee member for cause by unanimous vote of the remaining members of the Board.
  • Approved removing an elected officer for cause by recall election using the procedure in the Model Bylaws.
  • Approved removing an elected officer for missing three consecutive meetings using the procedure in the Model Bylaws.
  • Approved removing 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.
  • Approved order of succession to be the leader is the deputy or vice-leader
  • Approved no order of succession for other officers.
  • The following questions remain under discussion:
    • April 10, electronic voting to be discussed after Steve and John complete voting software tests.
    • May 8, the minimum of 6 and a maximum of 10 elected members to be revisited when the Bylaws paragraphs describing the board and officers are completed.
    • May 8, whether the Chairman, Vice Chairman/Secretary, and Treasurer of the Board should be elected by the board from its members elected by the LSM membership or should be directly elected by the LSM membership to be discussed after officer worksheet has been completed.
    • June 12, The LSM leader's title.

2008 July 10

  • Convened at 7:15 PM, adjourned at 8:16 PM, June 12, 2008, at Central Market, Austin, Texas. Members present: Ron, John, Steve, and Don
  • Approved the minutes, reports, approved sections, amendments and explanations, and related work from previous meetings
  • Discussed six questions and Answers from the Bylaws Workshop at the Annual Gathering: See agenda.
  • Approved gender specific forms of offices. E.g. "chairman" in the model bylaws will be replaced by "chair."
  • Approved "Local Secretary (LocSec)" as the title of the chief officer for consistency with Mensa tradition.
  • Approved the 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.
  • Approved "Vice-President" as the title of the officer who automatically succeeds the LocSec.
  • Approved the use of "Secretary" for the Vice-President when signing official documents requiring the Lone Star Mensa Secretary's signature.
  • Approved "Chair" as 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.
  • Approved "Communications Chair," "Education Chair," "Recruitment Chair," and "Symposia Chair," as the titles of the appointed standing committee chairs who serve as voting members of the Board.
  • Approved the general title of "Coordinator" for officers who are standing committee members who are responsible for a specific function.
  • Approved 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. .
  • Approved 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
  • Approved "Communications Committee," "Education Committee," "Recruitment Committee," and "Symposia Committee" for the names of the four standing committees. (See April 10.)
  • Approved changing the monthly meeting to the first Thursday of the month from 6-7 PM subject to approval of absent members.

2008 August 7

  • Convened at 6:25 PM, adjourned at 7:00 PM, August 7, 2008, at Central Market, Austin, Texas. Members present: Ron, John, and Don. Helen was present only during the officers worksheet discussion.
  • Approved the minutes, reports, approved sections, amendments and explanations, and related work from previous meetings
  • Discussed direct versus indirect elections and approved indirect as the best approach to be used with two year split board terms. See agenda Half of the board's Members-at-Large will be elected for two year terms forming a new board each year. At the beginning of each year, the elected board members will elect from their members, three executive officers (Local Secretary, Vice-President, and Treasurer) to serve for one year. The Past President votes only in the case of a tie. The following board may reelect an executive officer to serve only one additional consecutive term.
  • Discussed the title for the Recruitment Committee and approved changing the name to Membership Committee.
  • Approved officers and committee members as reflected in the Officers Worksheet.

2008 September 4

  • Convened 6:10 PM and adjourned at 7:05 PM, September 4, 2008 at Central Market, Austin Texas. Members present Lu, John, Ron, and Don. Helen was present only during the discussion of the monthly day time.
  • Approved the minutes, reports, approved sections, amendments and explanations, and related work from previous meetings
  • Approved changing the monthly meeting back to the second Thursday of the month but from 6-7 PM subject to approval of absent members.
  • Adopted the Officers Worksheet listing officers and their titles.
  • Adopted a board of  four appointed and five to eleven elected officers depending on the local group membership. This is three elected officers plus two per 200 members with a minimum of 5 and a maximum of 11. The past LocSec is automatically an elected officer and half of the remaining elected officers are elected for two year terms each year. A standing rule should show the number of elected officers a membership below 400 through membership of 800 and above.
  • Approved regular Board meetings at least once each quarter in the local group geographic area in the bylaws and once each moth at a standard date, time, and location in the special rules (ASIEs).
  • Approved posting notice of each meeting, at least in the newsletter calendar for the month of the meeting in the Bylaws; and posting in the online calendar, and in an announcement in the LSM member email list in the Special Rules..
  • Approved special meetings are called as written in the Model Bylaws but with five percent of the membership.
  • Approved Board meetings 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 (ASIE's)
  • Approved board decisions being made by majority vote except as specified in the Bylaws, Robert's Rules, and Special Rules.
  • Approved that the Chairman should normally not vote but may vote to make or break a tie.

2008 October 9

  • Convened at 6:00 PM, adjourned at 6:50 PM, October 9, 2008, at Central Market, Austin, Texas. Attending were: John and Don.
  • Don called the meeting to order at 6:00 PM, announced the absence of a quorum, and seeing no objection recessed the meeting until reconvened to see if other members would arrive to form a quorum,
  • Seeing no possibility of a quorum by 6:50 PM, being unable to conduct regular business without a quorum, and seeing no objection, Don reconvened the meeting and declared the meeting adjourned at 6:50 PM.

2008 November 13

  • Convened 6:00 PM and adjourned at 7:05 PM, November 13, 2008 at Central Market, Austin Texas. Members present Helen, Lu, Ron, Steve, and Don.
  • Approved the minutes, reports, approved sections, amendments and explanations, and related work from previous meetings
  • Adopted March 31 of each year as the date to be used for determining the number of Members in Lonestar Mensa for establishing the number of Elected Officers.
  • Adopted the title of Member-at-Large or Elected Officer to refer to an officer elected to the Board of Officers.
  • Reaffirmed that the Elected Officers will elect the Executive Officers from their number.
  • Adopted regular general membership meetings of at least once a quarter.
  • Adopted an annual membership business meeting combined with one of the general membership meetings subject to the AML Minimum Standard Bylaws limitations of the business that may be conducted.
  • Adopted special business meetings to be called by the Board of Directors or a number of members with the same AML limitations.
  • Adopted the geographic area of Lonestar Mensa as the location for general, business, and special business membership meetings.
  • Approved notifying the membership if all types of membership meetings in the newsletter.
  • Adopted the order and headings of Robert's Rules for the Bylaws with the insertion of additional articles as needed to meet AML Minimum Bylaws Requirements.

2008 December 11

  • Convened at 6:30 PM, adjourned at 6:35 PM, December 11, 2008, at Central Market, Austin, Texas. Members present were: Ron and Don.
  • Don called the meeting to order at 6:30 PM, announced the absence of a quorum, and being unable to conduct regular business without a quorum, and seeing no objection, declared the meeting adjourned at 6:35 PM.

2009 January 8

  • Convened 6:15 PM and adjourned at 7:30 PM, January 8, 2009 at Central Market, Austin Texas. Members present Helen, Ron, Steve, and Don.
  • Approved the minutes, reports, approved sections, amendments and explanations, and related work from previous meetings with correction of a duplicated word in the November Monthly Report.
  • Adopted a revised article structure for the Bylaws. Preamble: I-Name, II-Objective, III-Members, IV-Organization (new), V-Officers, VI-Elections (new), VII-Meetings, VIII-The Board of Officers, IX-Standing Committees, X-Special Committees (new), XI-Communications (new), XII-Parliamentary Authority, XIII-Amendments of Bylaws.
  • Approved revisiting and revising previously approved format and articles to be consistent with new format adopted.
  • Adopted a transition strategy: Assuming Bylaws are approved on time, the implementation date will be 1 April 2010. Before that elections will be conducted according to the new bylaws and standing rules. Current officers will continue to serve over the transition period (Jan 1 to 31 March.). New officers to assume responsibility under the new bylaws 1 April 2010. If they are not approved in time, the existing election system will be used and implementation delayed to 2011.
  • Agreed that all text should be read aloud before approval.
  • Approved the draft for the Preamble, Articles I -IV, and Article V through Subsection 5-3, Vice-President. Section 5 main paragraph was saved for reconsideration at the February meeting.

2009 February 12

  • Convened 6:10 PM and adjourned at 7:00 PM, February 12, 2009 at Central Market, Austin Texas. Members present were Helen, Lu, and Don.
  • Approved the minutes, reports, approved sections, amendments and explanations, with the correction of the meeting date to January 8 on the last minutes.
  • Approved the draft for Article V, Section 5 through Section 9.

2009 March 12

  • Convened 6:10 PM and adjourned at 7:25 PM, March 12, 2009 at Central Market, Austin Texas. Members present were Steve, Lu, John, Helen, and Don.
  • Approved the minutes, reports, approved sections, amendments and explanations, with the correction of the meeting date to February 12 on the last minutes..
  • Approved the remainder of the draft with the exception of the for Article VI, Elections that is still being drafted.
  • Approved mass changing capitalization to Rules of Order, LSM Special Rules, and LSM Standing Rules since all references are to specific document titles..
  • Members agreed to provide all committee members line in line out comments on the final draft before the next meeting..
  • Members agreed to review the draft ASIE elections timeline and provide comments to all committee members before the next meeting.
  • The chair agreed to update the final draft with the line in and line out comments for consideration and to draft the elections portion of the bylaws to conform with the AISE elections time line considering any comments.
  • At the next meeting, members agreed to consider and approve the draft election article, consider individually any line in and line out comments on the complete final draft, and summarily approve or disapprove the revised final draft for submission to the ExComm for approval.

2009 April 9

  • Convened at 6:00 PM, adjourned at 7:00 PM, April 9, 2009, at Central Market, Austin, Texas. Members present were: Helen and Don.
  • Don called the meeting to order at 6:00 PM, announced the absence of a quorum, and seeing no objection recessed the meeting until reconvened to see if other members would arrive to form a quorum, Helen arrived at 6:50 PM.
  • Seeing little possibility of a quorum by 7:00 PM, being unable to conduct regular business without a quorum, and seeing no objection, Don reconvened the meeting and declared the meeting adjourned at 7:00 PM.

2009 April 27, Adjourned Meeting

  • Convened at 6:00 PM, adjourned at 7:00 PM, April 9, 2009, at Central Market, Austin, Texas. Members present were: Helen, Ron, Steve, and Don.
  • Approve the minutes, reports, final draft sections, approved sections, amendments and explanations, and related work from previous meetings.
  • Looked at the Checklist and Minimum Standard Bylaws Correlation Table.
  • Looked at the Draft Elections Calendar as an example of a special rule implementing the bylaws for a monthly news cycle.
  • Approved the Article VI - Elections and XIII - Amendments
  • Approve the Bylaws for submission to the ExComm.
  • Decided to recommend the ExComm proceed with developing the special/standing rules/ASIEs needed to implement the Bylaws using routine ExComm procedures since ExComm members are closer to ongoing operations of the group.
  • Authorized the chair to make changes to explanation paragraphs and minor, grammar, formatting, spelling, etc. changes to the Bylaws before sending the document to the ExComm
  • Adjourned the meeting at the call of the chair (for possible future meetings in the session) to address questions or changes from the the AMC review that cannot be dealt with by email and ExComm consideration.

2009 July 9, Special Meeting

  • Convened at 6:15 PM, adjourned at 7:30 PM, July 9, 2009, at Central Market, Austin, Texas. Members present were: Helen, John , Don, and one guest. .
  • Approved the minutes, reports, final proposed bylaws , and related work from previous meetings.
  • Reviewed, revised, and approved the Bylaws and responses to comments from the AMC Bylaws Committee for submission to the ExComm and AMC Bylaws Committee.
  • Adjourned the meeting at the call of the chair (for possible future meetings in the session) to address further questions or changes from the the AMC review that cannot be dealt with by email and ExComm consideration.

2009 July 25-27, Special Meeting via email.

  • Unanimously ratified the two previous email votes approving the proposed bylaws revisions to satisfy follow on comments of the National Bylaws Committee.
  • Noted that the National Bylaws Committee accepted our July 23 draft and gave LSM permission to send the proposed amendments to a vote of Lone Star Mensa's membership. So the LSM Bylaws Committee has successfully completed the work in its charter.
  • Unanimously adopted a motion that the LSM Bylaws Committee rise and that the Chair be authorized present to the ExComm for adoption at their next meeting the committee's final report consisting of the proposed bylaws as submitted July 23 and approved by the National Bylaws Committee in the forms delivered to the ExComm and posted on the Website together with a recommendation that the ExComm adopt the bylaws for distribution to the membership and balloting.

 

 

Updated: 2009 August 2 by Don Drumtra