Bylaws Revision Committee

Here they are:

OC Mensa's 2008 Standing Orders and Bylaws, as a single PDF.
The Bylaws, as marked up by the Committee. Note: This version is not in effect; the 2008 version is. Getting this version into effect requires:
- the Committee to be happy enough with it to pass it on to the Board;
- the Board to be happy enough with it (perhaps with some changes) to pass it on to American Mensa;
- American Mensa to be happy enough with it (perhaps with some more changes) to pass it pack to the Board;
- the Board to be happy enough with American Mensa's changes (if any) to pass it on to the membership at large; and
- a majority of the OC Mensa membership at large, at least those who vote, to vote "Yes".
Whew! And you thought that getting an Act of Congress was complicated!
The Minimum Standard Bylaws required by American Mensa, as least as of March 25, 2007.
The Standing Orders, as currently in force, according to information that I've received from the Secretary.
The Standing Orders, as marked up by the Committee, to mesh with our proposed Bylaws revision. Note: This version is not in effect; the 2008 version is.
- No "Act of Congress" is required here, but only a simple vote of the Board.
- Don't expect that vote of the Board to come until after the Bylaws get revised (if they ever do).
- Don't expect the Board to refrain from further markups of the Standing Orders even if the Bylaws actually do get revised.
Minutes of the Bylaws Revision Committee:
May was the last meeting of the Bylaws Revision Committee.
- At our May meeting, we decided to make no further Bylaws changes, and to submit our work to the Board at its early-June meeting.
- Expect further Bylaws change proposals, but from the Board and not from us.
- Yes, I'll report such further change proposals here.
  - The current Secretary of the Board believes in open governance, and is happy to email to anyone a complete copy of the draft minutes which she plans to submit to the Board for approval at its next meeting -- but only in electronic format. This includes whatever the Board chose to do in amending the draft minutes of the previous meeting before approving them.
  - The "mini-minutes" which appear in the print format newsletter do so only because the Editor, quite properly, imposes space limits.

Meeting of February, 2009:

We were agreed that it would be a good idea to have a Publications Officer be on the Board, rather than having the Editor be on the Board.
1. The Pubs Officer might or might not also be the Editor. If not the Editor, he would be the liaison between Board and Editor
2. The Pubs Officer would be elected directly by the membership, the same as everyone else on the Board (except Past President).
3. The Pubs Officer would get termed out after two years, the same as everyone else on the Board (except Past President).
4. The Editor would be appointed by the Board as a whole, and not by the Pubs Officer individually, the same as is true of every other appointed position.
5. The Pubs Officer would also serve as liaison between the Board and the Webmaster, the Yahoo-group "owner", the Facebook "owner", and similar publications-related appointed positions.
6. We agreed that it was a good idea to have some turnover in the Editor (and other publications-related appointed positions), but couldn't agree on how much, nor on how to do it.
  1. Term limits?
  2. Exception if no one other than the incumbent volunteers?
  3. Exception requires a unanimous Board vote?
  I repeat: we couldn't agree. We'll re-visit this in March.
We turned down the idea that the entire Board could meet electronically.
1. There had to be a way for computer-illiterate folks, whether Board members or mere OCM members, to attend a meeting.
2. Further, this in-the-flesh meeting had to be in Orange County, even if a Board quorum were available out-of-county (perhaps at an RG or AG). Folks should not have to leave the county to attend a meeting, whether Board members or mere OCM members.
3. However, a Board member (indeed, a mere OCM member) should be able to appear electronically (Internet, speakerphone conference call, etc.) if the infrastructure were in place, and at no cost to OCM.
Current rules say that the Treasurer has to turn over the physical, bank-printed monthly statement to the President, at least quarterly. We were agreed that this should be done at a Board meeting, so that everyone else could check it over, too.
We were agreed that Volunteer Coordinator, as an appointed position, was just as important as Editor or Ombudsman, and should likewise be written into the Bylaws.
Currently, the NomComm is tasked with find "one" candidate for each Board position. We agreed that this should be changed to "one or two", or "one or more".

We'll meet again in March -- Sunday, the 22nd -- same time, same place: 2:00 PM, Starbucks at Chapman and Swidler, 3630 East Chapman Avenue, Orange. I even put it into the newsletter's calendar!

And I already have some new agenda items:

Current rules require that the ballot be included in the Oracle, or be separately mailed to the membership. The proposed change is that:
1. no in-print edition of the election issue of the Oracle need be snail-mailed to those OCM members who have requested electronic delivery of the newsletter;
2. no USPS mailing of a ballot is required for those OCM members who have requested electronic delivery of official communications;
3. a printed-out-by-the-member ballot is just as valid as a ballot clipped (or photocopied) from the in-print Oracle, or a USPS-delivered ballot;
4. the ballot shall have the same content, whether delivered in-print or electronically;
5. in-print delivery will continue to be provided for all OCM members who have not requested electronic delivery; and
6. if the Board can also figure out a way for folks to cast their ballots electronically, as distinct from merely receiving them electronically, then go for it.
Let's comply with American Mensa's current set of Minimum Standard Bylaws. They've changed since last we revised our Bylaws.
Make it explicit: If the Pubs Officer wants to be Editor (or Webmaster, or anything else), then he must get approval from the full Board; his own approval is not enough.
Maybe a seven-person Board is too big. Make "Editor" a non-Board position, and don't make the Pubs Officer substitution.
Explicitly allow the Board to take actions between meetings, but with safeguards:
1. the between-meeting action has to be authorized at a regular meeting; and
2. any computer-literate member who wants to listen in can do so (e.g., a Yahoo-group in which only Board members can post, but any OCM member can join).

Meeting of March, 2009:

(Merged with item 9). This month, we took a completely different tack with respect to the issue of Editor vs. Publications Officer. The problem arises only when the Editor likes putting out a newsletter, but doesn't like doing politics.
1. Solution: let the Editor be able to grant a proxy (revocable on demand), if he/she so desires, to a friend who is also an OCM member.
2. Come to think of it, let all Board members be able to likewise grant proxies.
  1. This will greatly reduce the number of meetings at which a quorum is not present.
  2. It also sidesteps the problem of "at seven members, the Board is too big to draw enough active volunteers". Folks will run for the Board if they know that they are not alone, and that their friends will be able to help them discharge their duties.
3. We decided to continue, unchanged, the rule (Bylaw V.C.6) that each Board member gets only one vote, no matter how many positions he holds. The result of this continuation is that there is only one effective proxy -- one which has been given to a person who:
  1. is not a Board member, and
  2. has not already been given a proxy by another Board member.
  This keeps too much power from being held in too few hands.
4. We further decided to let this proxy regime sink in for a while before addressing the broader issue of getting the right amount of turnover in appointed positions.
(Merged with 10). We agreed that regular meetings should be in-person, but that emergency meeting should be with the safeguards stated in item 10.
No discussion; last month's decision seems OK.
No discussion; last month's decision seems OK.
No discussion; last month's decision seems OK.
Approved by consensus.
Approved by consensus.
Approved by consensus.
See item 1, above.
See item 2, above.

We'll meet again in April -- on Sunday, the 26th -- same time, same place: 2:00 PM, Starbucks at Chapman and Swidler, 3630 East Chapman Avenue, Orange. I even put it into the newsletter's calendar!

And I already have some new agenda items:

Bylaws Article VII addresses "Committees".
1. The Financial Review Committee ("FRC"; Bylaw VII.A.4) comes into existence each spring, with each new Board.
  1. The FRC must be retained, since it is required by American Mensa's Minimum Standard Bylaws. Having an FRC would be a very good idea even if it weren't required by higher authority.
  2. Currently, the Bylaws vaguely imply that the FRC will be appointed by the incoming Board rather than by the outgoing Board. (Committees expire with the Board which appointed them, but the FRC necessarily does its work thereafter.) This implication should be made explicit.
  3. The Bylaws currently require that the FRC do its work in April, and give its report to the Board at the May Board meeting. Typically (although not always), the April Board meeting is omitted or purely ceremonial. The FRC should therefore be appointed at the Board's April or May meeting, and should turn in its report to the Board at the following regular Board meeting.
  4. Note: Under Bylaws Art. X, Sub-article A, the Board is required to meet only every other month. It usually meets every month, but sometimes skips a month. This is about right.
2. Article VII, Sub-article A, creates three other Standing Committees: Membership, Program, and Publicity.
  1. These committees are nice, but a Board should be allowed to structure things differently. These committees should therefore be removed from the Bylaws and be placed in the Standing Orders. It would not be out of line, for example, for a Board to merge Program and Publicity into a single committee.
  2. The "Volunteers" committee (see item 4 of the February meeting) should be added to "Membership/Program/Publicity" trio of committees in the Standing Orders -- committees which should be addressed by each incoming Board. Maybe appoint a Volunteers Chair, maybe leave the post empty, maybe abolish the post -- but please do something to address the situation.
3. Article VII, Sub-article B, creates the Regional Gathering Committee. Again, move this to the Standing Orders. A Board should not be required to have an RG if there's some good reason to not have one.
4. Article VII, Sub-article C, states that committees expire with the Board that appointed them, "unless otherwise specified". This is a good idea, but where should it be specified otherwise?
  1. Where? In the Standing Orders, of course. Standing Orders continue even after the term of a Board, but can be revised by a simple majority of that or any subsequent Board.
  2. The "90-days-after-the-RG" provision for the expiration of the RG Committee, for example, should be moved from the Bylaws to the Standing Orders. A subsequent Board could therefore alter or abolish a preexisting RG Committee, but it would take some affirmative act of the subsequent Board.
  3. And this should not be limited to the RG Committee. Any of a number of projects -- RG and otherwise -- should be able be started by some Board, with the view that such projects would be finished after the Board has come to an end. However, the Standing Orders should be appropriately updated. Subsequent Boards much more easily able to access the Standing Orders than they are to access mere meeting-minutes from previous Boards.
5. Come to think of it, Committee chairs (and other appointed positions) should not expire with the term of the Board which appointed them.
  1. That leaves a gap each spring.
  2. Appointed positions should, instead, become vacant at the first regular meeting of the next Board.
  3. That new Board can then re-appoint some incumbents for a full new term, continue other incumbents until the next Board meeting, and leave other positions vacant.
Special Interest Groups.
1. SIGs are the lifeblood of any local group. They should be recognized in the Bylaws.
2. Maybe the Bylaws should include something as simple as, "The Standing Orders may provide for the embellishment and regulation of Special Interest Groups ("SIGs"); but no SIG shall ever be authorized to speak for (or otherwise bind) Orange County Mensa, American Mensa Ltd., or Mensa International."
Secretary.
1. Bylaw V.F.5.d currently requires that the Secretary shall "maintain the complete text of all Standing Orders".
2. This should be expanded to read that the Secretary shall:
  1. maintain a website for Orange County Mensa, either directly or through a Webmaster appointed by the Board;
  2. which said website shall maintain, on a non-password-protected basis, the text of:
    1. these Bylaws;
    2. the Standing Orders; and
    3. the minutes of all of the meetings of the current Board;
  3. all of which shall be:
    1. linked to from the website of American Mensa, Ltd.;
    2. complete; and
    3. current to within the last ten calendar days.

Meeting of April, 2009

Forget proxies, and forget reducing the size of the Board. Instead, change "Editor" to be "Publications Officer".
In particular, amend Article V.F., "Duties of Officers", to read as follows:

6. ~~Editor~~ Publications Officer
a. Shall be responsible for publication of the newsletter, either Directly as Editor or through an Editor confirmed by the Board.
b. though g. [no change]
Note that "no change" means that these managerial duties/powers devolve onto the Pubs Officer rather than onto the Editor. It is to be expected that the Pubs Officer and the Editor will work hand-in-glove in exercising these managerial duties/powers. If they can't agree, however, then the Pubs Officer trumps the Editor. It's the Pubs Officer, after all, who got the votes in the last election. It is also the Pubs Officer who, having demanded the right to take it to the mat, must be prepared to become Editor once (as is likely) the existing Editor resigns.

Note that the reporting structure of Webmaster (or other on-line OC Mensa presence) is not addressed in this revision of the Bylaws, but is instead (if only implicitly) left to the Standing Orders. This is deliberate. There will be:

some situations in which the Webmaster should touch base with the Editor (the website often including much of what the newsletter includes);

some situations in which he/she should touch base with the Publicity Chair (the website being publicly available); and

some situations in which he/she should touch base directly with the Board (public scrutiny being particularly intense).

This should be left to the sound discretion of future Boards.

No change from last month:
1. We turned down the idea that the entire Board could meet electronically for a regular meeting.
  1. There had to be a way for computer-illiterate folks, whether Board members or mere OCM members, to attend a meeting.
  2. Further, this in-the-flesh meeting had to be in Orange County, even if a Board quorum were available out-of-county (perhaps at an RG or AG). Folks should not have to leave the county to attend a meeting, whether Board members or mere OCM members.
  3. However, a Board member (indeed, a mere OCM member) should be able to appear electronically (Internet, speakerphone conference call, etc.) if the infrastructure were in place, and at no cost to OCM.
1. Explicitly allow the Board to take actions, electronically, between meetings -- but with safeguards:
  1. The between-meeting action has to be authorized at a regular meeting.
  2. Any computer-literate member who wants to listen in can do so (e.g., a Yahoo-group in which only Board members can post, but any OCM member can join).
2. In particular, amend Article X, "MEETINGS", to read as follows:
  1. Regular meetings of the OC Mensa Board of Directors shall be held at such time and place as shall be designated by the Board through notification in the organization's newsletter. In no event shall such meetings be less frequent than every other month, nor at a place outside the geographic area assigned to OC Mensa by the AMC.
  2. A Board member may attend a meeting electronically (by Internet, speakerphone conference call, or the like) if the necessary infrastructure is:
    1. in place;
    2. provided at no cost to OC Mensa; and
    3. available, at no cost, to any member of OC Mensa who has Internet (or, as appropriate, telephone) access.
  3. The Board, at a regular meeting, may defer action for further deliberation and vote by Internet, but only if:
    1. every member of OC Mensa with Internet access has prompt and persistent access to such deliberation and vote; and
    2. the necessary infrastructure is:
      
      in place;
      
      provided at no cost to OC Mensa; and
      
      available, at no cost, to any member of OC Mensa who has Internet (or, as appropriate, telephone) access.
  4. Minutes of such between-regular-meeting actions shall be presented for approval at the next regular meeting.
  5. [renumber B-through-H as E-through-K]
No change from last month:
1. Not only should the Treasurer turn over the physical, bank-printed monthly statement to the President, at least quarterly; this should be done at a Board meeting, so that everyone else can check it over, too.
2. In particular, amend Article V.F.4, "Treasurer", so that subsection c. reads as follows:

c. Shall provide the President or the president's designee (who must be an officer other than the Treasurer) with original statements at least every three months. The statements shall be those issued by every institution with which OC Mensa's funds are deposited, and shall be provided, in person, at a regular meeting of the Board.

Volunteer Coordinator. Don't overlook this position, but don't put it into the Bylaws (to constrain future Boards), either. Put it into the Standing Orders.
No change from last month:
1. Currently, the NomComm is tasked with find "one" candidate for each Board position. We agreed that this should be changed to "one or two", or "one or more".
2. In particular, amend the second sentence of Article VIII.A.4.a to read as follows:
  
  The nominating committee may also nominate ~~one candidate~~ one or more candidates for each office.
No change from last month:
1. Current rules require that the ballot be included in the Oracle, or be separately mailed to the membership. The proposed change is that:
  1. no in-print edition of the election issue of the Oracle need be snail-mailed to those OCM members who have requested electronic delivery of the newsletter;
  2. no USPS mailing of a ballot is required for those OCM members who have requested electronic delivery of official communications;
  3. a printed-out-by-the-member ballot is just as valid as a ballot clipped (or photocopied) from the in-print Oracle, or a USPS-delivered ballot;
  4. the ballot shall have the same content, whether delivered in-print or electronically;
  5. in-print delivery will continue to be provided for all OCM members who have not requested electronic delivery; and
  6. if the Board can also figure out a way for folks to cast their ballots electronically, as distinct from merely receiving them electronically, then go for it.
2. In particular, amend Article VII.B.2, "Balloting Procedures", to read as follows:
  2. Balloting Procedures.
  1. Mailed ballots (or newsletter inserts, or as a part of the newsletter itself) shall be used for the election of officers. All ballots must be mailed to the general membership by March 1st of each year.
    1. The Board shall annually determine if the ballot will be mailed separately, included as an insert to the newsletter or be a part of the newsletter itself.
    2. If a member of OC Mensa has requested that the newsletter be delivered electronically rather than by the US Postal Service, then an electronic delivery of the newsletter, having an electoral content which is identical to the content delivered by the US Postal service, is a "mailing" of any ballot contained therein.
    3. A photocopy or printout of a ballot is as valid as an original
  2. In order to be counted, all ballots ~~must be returned by mail, and~~ which are returned by US Postal Service mail must be received by the election committee no later than the last Friday of March which falls before March 30th. Ballots may be electronically returned by that date, but only if:
    1. the Standing Orders in effect on November 1 of the previous year (which shall not be amended with respect to elections until after the following March 30) provide for such electronic ballot returns; and
    2. no petition candidate, accompanying his or her petition, has included a demand that ballots be returned by US Postal Service only.
  3. Proxy voting shall not be allowed.
  4. All candidates shall be listed on the ballots, by office, in alphabetical order by last name.
  5. Unopposed candidates must be presented to the voters as follows: “Shall {Name of Candidate} be elected to the office of {Name of Office}?” The voters must be provided the opportunity to respond either “Yes” or “No.”
  6. All challenges to elections must be made in writing within fifteen {15} days of the vote counting and shall be decided by OC Mensa’s Ombudsman.
No change from last month:
1. Explicitly include the minimum requirements of the AML's current set of Minimum Standard Bylaws.
2. This is a moving target, and will be finalized immediately before these bylaw revisions are presented to the Board.
The Publications Officer must get approval from the Board for his or her candidate for Editor, but by golly the Pubs Officer gets to at least nominate the Editor. Otherwise, there's not much difference the Pubs Officer and (say) the Parliamentarian.
Reduce the size of the Board. No. See item 1.
Board actions between meetings. Yes, somewhat. See item 2.
Committees:

Financial Review Committee.
Add at the end of Article VII.A.4, "FINANCIAL REVIEW COMMITTEE":

The Financial Review Committee shall have at least two members, shall be appointed by the incoming Board at the incoming Board's first regular meeting, and shall make its report at the incoming Board's second regular meeting.

The Board might well want to have the Financial Review Committee:
1. examine the books of the RG Committee after the RG has closed; and
2. examine all of the books in March, so as to have a baseline for the incoming Board's Financial Review Committee.
Such matters, however, are better addressed in the Standing Orders than in the Bylaws.

Additional matters that might well be addressed in the Standing Orders:
1. Requiring that all accounts (regular, RG, scholarship, etc.) be available on-line, if only in read-only format, to all Board members.
2. Or even, if in read-only format, to anyone who checks out OC Mensa's website, without any password whatsoever.

Committees in General.
Whether provided in the Bylaws (no, no changes are being made to the Bylaws-created committees) or in the Standing Orders, don't have them expire with the term of the Board that appointed them. Instead, have them expire with the first regular meeting of the subsequent Board, except as affirmatively continued, if only month-by-month.

In particular, amend Article VIII.C to read as follows:

C. The Ombudsman and chairs of all Committees shall be appointed by the Board. Such persons shall serve ~~concurrently with the appointing Board~~ until the first regular meeting of the Board subsequent to the Board which appointed them, unless otherwise stated in these Bylaws or in the Standing Orders. Unless otherwise specified in these Bylaws or in the Standing Orders, the term of office of Committee chairs shall expire ~~with the Board that appoints them~~ at the first regular meeting of the Board subsequent to the Board which appointed them. Such subsequent Board may re-appoint on such terms at it chooses, including month-to-month.

SIGS. No mention in the Bylaws; leave it to the Standing Orders.
On-line Standing Orders (and Bylaws, for that matter). A good idea, but better addressed by the Standing Orders than by the Bylaws.
General conception of the Publications Officer (to be fleshed out in the Standing Orders): The Pubs Officer handles internal communications. The First VP -- with purview over Proctor, Membership, and Publicity -- handles external communications.

Meeting of May, 2009

We agreed that the changes made in April needed no further changes.
A few typographical errors to the April minutes were corrected.
A version of the current Bylaws, marked up to show these changes, will be presented to the Board at its June meeting.