Amended as approved by the American Mensa Committee and then by the local membership on 10 January 2000. Previous revision 30 November 1991.

ARTICLE I.
Section 1. Name.
The name of this organization shall be MENSA OF WISCONSIN, INC. (MOW), a Wisconsin corporation without stock and not-for-profit.

Section 2. Purpose.
The purpose of MOW shall be to conduct educational programs for the benefit of its membership and for others and to foster, support, encourage and conduct scholarship and awards programs to assist needy and deserving students in pursuing education and training, to conduct research in psychology and social sciences, to identify and foster human intelligence for the benefit of humanity and to provide opportunities for the exchange of ideas.

Section 3. National Affiliation and Services.
So that membership of MOW may have regular and effective access to nationally-organized and operated educational, research and scholarship programs, MOW shall, while maintaining its status as a not-for-profit organization operating under the laws of the state of Wisconsin, effect and maintain an affiliation with AMERICAN MENSA LTD. (AML), a not-for-profit organization incorporated under the laws of the state of New York; it being understood that as a condition of such affiliation, as a local group, MOW is subject to the requirements of the constitution of Mensa, the bylaws of AML, and the resolutions adopted by the AMERICAN MENSA COMMITTEE (AMC), except insofar as such may be inconsistent with the provisions of these bylaws relating to the maintenance of such federal and state not-for-profit status as MOW may acquire or to which it may become entitled.

ARTICLE II.
Section 1. Membership Eligibility.
Membership in MOW shall be open to all members of AML in good standing in the geographic area assigned to the local group by the AMC, or as otherwise assigned by AML.

Section 2. Rights of Members.
Every member of MOW shall have the same rights and privileges accorded to every other member without qualification or limitation.

Section 3. Rights of Members of Other Groups.
Members of AML in good standing, who are not also members of the local group are welcome to participate in the social activities of the local group at the invitation of the host, but may not vote or hold office in the local group, nor may they participate in its business activities unless they are the National Ombudsman, the Ombudsman's surrogate, members of the AMC in the discharge of their responsibilities, or at the invitation of the governing body.

Section 4. Personal Benefits to Members.
No assets of MOW shall accrue to the benefit of any individual member.

Section 5. Financial Obligation.
A. Finances of MOW shall be based on a balanced budget.
B. The reserve fund of a minimum of $20,000 shall be established and be maintained intact. Purpose of the reserve fund is to assure continuation of MOW services to its members in the event of unanticipated loss of national funding or other serious problem. The amount of the reserve fund may be raised by a directive of the ExCom by a 2/3 vote at two consecutive regular meetings.
C. Reserve Expenditures.
1. The income from the fund may be used for operations. If the ExCom decides that use of the reserve fund is necessary, and if the amount of the expenditure would exceed 20% of the reserve fund in any one fiscal year, or 35% in three consecutive fiscal years, the membership of MOW shall be asked to approve such expenditure by referendum. Such referendum shall be conducted by mail ballot according to the requirements set forth in these bylaws for bylaw amendments.
2. The recovery of expenditures in accord with Article II, Section 5.C.1 shall be effected by retaining the interest income of the remaining balance of the reserve fund and extra monies as they become available.
D. No financial obligation shall be imposed upon any member as a condition of participation in the activities of MOW; however, this should not be construed so as to deny, prohibit or prevent the solicitation or use of members' contributions to defray the cost of necessary expenses in the organization's activities.

ARTICLE III.
Section 1. Officers.
The elected officers of MOW shall be the Local Secretary (LocSec/President), a Deputy Local Secretary (Deputy LocSec/Vice President), a Secretary and a Treasurer. (The titles in brackets may be used for contact with persons outside Mensa.)

Section 2. Other Officers.
The LocSec may nominate, subject to ratification by the ExCom, such additional officers as deemed necessary and proper to conduct the business of MOW, including editors for publications issued by the organization.

Section 3. Local Secretary.
The LocSec shall be the chief executive officer of MOW and the chairman of the ExCom. The LocSec shall be the official liaison with other local groups and AML. The LocSec shall notify AML (through the national office) within two weeks of the results of elections, and of changes in the officers of MOW.

Section 4. Deputy Local Secretary.
The Deputy LocSec shall assist the LocSec and preside over meetings of the ExCom in the absence of the LocSec. The Deputy LocSec shall also act as a substitute for the LocSec during the latter's absence or disability. The Deputy LocSec shall succeed to the office of LocSec in case of resignation, death, permanent disability, or loss of membership of the LocSec as designated in Art. II Section 1 and/or Article III Section 11, or removed from office by recall as specified in Art. III Section 13.

Section 5. Secretary.
The Secretary is responsible for publishing a record of all business conducted by the ExCom and for keeping all records other than those dealing with financial matters.

Section 6. Treasurer.
The Treasurer shall act as financial officer and maintain the official financial records. The Treasurer is also responsible for causing financial reports to be published in the local newsletter at least once every six months and that the report shall contain listings of income and expense, as well as balances for all funds under the control of the local group including Regional Gathering, scholarship and other special funds. The treasurer shall submit to the LocSec at least quarterly, the actual statements from banks, and any other institutions where the group's money is deposited or cause a statement to be sent directly to the LocSec or his/her designee (who must be a second officer of the group).

Section 7. Editor of Newsletter.
The Editor, nominated by the LocSec and ratified by the ExCom, shall publish a local newsletter which shall be responsive to the opinions and wishes of the membership as represented by the elected officers, but said newsletter shall not be subject to pre-publication censorship except as provided herein in Art. V Section 3, Art. V Section 6, and Art. VII Section 5.

Section 8. Terms of Office.
The term of office for elected officers of MOW shall be two years or until the installation of a properly qualified successor. Elections thereto shall be held biannually in even-numbered years. Elected officers shall take office on May 1 of said even-numbered year. The terms of office of appointed officers shall expire with the election of new elected officers. Elected officers shall serve a full two-year term except in case of resignation, death or removal from office as provided hereinafter, or in case of run-off elections as provided for in Art. V Section 8.

Section 9. Continuity of Operations.
All officers, elected or appointed, shall turn over all files, office equipment, materials, and other resources pertaining to the individual office, to either their successor(s), to the current LocSec, or to any other current member of the ExCom or Board of Directors within two weeks of leaving office.

Section 10. Executive Committee
A. The governing body of MOW shall be the Executive Committee (ExCom).
B. The voting membership of the ExCom shall be:
1. The current elected officers.
2. The editor of the official newsletter of MOW.
3 The most recent Past LocSec, provided that that officer has not been removed from office and is willing to serve. The most recent Past LocSec shall remain in that office upon removal from office of the LocSec if the LocSec is not eligible to serve. The position of the Past LocSec on the ExCom and in all pertinent bylaw provisions, is considered to be an elective position.
4. Such other officers as are specifically appointed by the ExCom to their respective positions and specifically granted the right to vote. The number of such officers shall not be greater than the number of officers included in paragraphs 1 and 3 above. No member of the ExCom shall be entitled to more than one vote, even though a member may fulfill more than one qualification for membership.
C. A quorum for the ExCom meetings consists of a majority of the voting members, such majority to include at least two elected officers.
D. No action may be authorized or taken, nor may any previous authorization or action be adopted, confirmed or ratified, nor may any resolution be adopted by the ExCom, unless the same be authorized, adopted, confirmed or ratified, as the case may be, by a majority of those present and voting, and provided that such vote includes the affirmative votes of at least one third of the full voting membership of the ExCom of MOW.
E. Action of or by the ExCom may be mandated by referendum. Such referendum may be requested on any matter before the ExCom by not less than two members of the committee or by a petition of not less than 25 members (or 10% of the current membership, which ever is less) in good standing of MOW. A referendum properly requested shall be conducted by mail ballot according to the requirements set forth for amendments to these bylaws in Art. VII Sec. 3 through 6, 8 and 10.
F. The ExCom shall act in accordance with the policy of AML as set forth in the bylaws of AML and with the policy of MENSA INTERNATIONAL LIMITED as set forth in the international constitution.

Section 11. Eligibility of Officers.
All elected and appointed officers shall be current members in good standing of AML and members of MOW.

Section 12. Meetings.
Business meetings of the ExCom of MOW shall be conducted at least six times each year. Meetings shall be publicized in the official newsletter and shall be open to the general membership. Members may speak on any matter before the ExCom, but may not vote on regular business other than by referendum as provided for in Art. III Sec. 10(E). Matters to be considered by the ExCom may be submitted by the general membership only through any member of the ExCom or by petition of not less than 25 members (or 10% of the current membership, whichever is less) in good standing. Special meetings of the ExCom may be called at any time by the Chairman of theExCom, by a majority of the ExCom itself, or by a petition of not less than 25 members (or 10% of the current membership, whichever is less) in good standing. Special meetings called by petition must be publicized in the official newsletter and may include only that business for which the meeting was called.

Section 13. Removal and Vacancies.
Elected officers may be removed from office by reason of resignation, inability to serve, or by a recall election. Such a recall election may be called by a petition signed by not less than 25 members (or 10% of the current membership, which ever is less) in good standing citing the reasons for such action and must be held within 60 days of presentation of a properly qualified petition at either a regular or a special meeting of the ExCom of MOW. Vacancies in elective positions, with the exception of LocSec and Past LocSec, due to resignation, death, or inability to serve may be filled by nomination of the LocSec and ratification by ExCom. The person so appointed shall serve until the next scheduled general election and shall be considered an elected member of the ExCom. Appointed officers may be removed from office by action of the ExCom. Such action shall comply with Art. III, Sec. 10. Elected officers may be removed from office for 3 consecutive unexcused absences from regular Excom meetings by a 2/3 vote of the remaining members.

Section 14. Number of Terms for Elected Officers.
No elected officer may serve more than two consecutive terms of the same office.

Section 15. Annual Financial Review.
There shall be an annual financial review conducted during May of each year. The ExCom shall appoint someone to conduct the review who was not involved in the issuing or collecting of money during the previous year. The review shall include viewing actual statements from banks or any other institutions where MOW's money is deposited.

ARTICLE IV.
Section 1. Ombudsman.
There shall be an Ombudsman for MOW who shall be a member in good standing of AML and of MOW, and reside in the geographic area assigned to MOW by AMC.

Section 2. Election of Ombudsman.
The Ombudsman shall be nominated by the LocSec and confirmed by a two-thirds majority of the full voting membership of the ExCom.

Section 3. Term of Office.
A. The term of office of the Ombudsman is not affected by the expiration of the term of the ExCom. The Ombudsman shall remain in office until resignation, inability to serve or removal from office.
B. Removal from office is accomplished by a two-thirds vote of the full voting membership of the ExCom at each of two consecutive regular meetings of that committee.

Section 4. Relation of Ombudsman to ExCom.
A. The Ombudsman is not a voting member of the ExCom, but shall receive copies of agendas, minutes and all other material circulated to members of the ExCom.
B. The Ombudsman must notify the ExCom of any action initiated by a member and briefly state the complaint.
C. The Ombudsman shall submit a semi-annual report to the ExCom, each April and October. Such report, except when there has been no action initiated or settled during the report period, shall be published in the local newsletter next following receipt by the editor.

Section 5. Role of the Ombudsman.
A. The Ombudsman's role is to promote the general welfare of MOW by investigating activities of the ExCom, either on his own initiative or at the request of a local member, and by assisting in settling of disputes between local members of MOW, and its ExCom.
B. The Ombudsman may express opinion, provide an opportunity for members to air their grievances and reach accord, or actually arbitrate disputes between individual members and the ExCom.
C. The Ombudsman shall be an arbitrator available to serve as a representative to a Regional Hearings Committee.

Section 6. Dispute Resolution.
A. The services of the Ombudsman are available, subject to the conditions stated herein, to any individual member of MOW.
B. A good-faith effort shall be made by individual members and the ExCom to settle disputes before taking a grievance to the Ombudsman.
C. The Ombudsman has the right to all material concerning any matter received for review and decision. Such material may be in the form of written documents, notes, correspondence or oral interviews with concerned parties. Every member must cooperate with the Ombudsman by furnishing information and/or documents as requested. The documents furnished need not be originals, but the person furnishing same must certify that the copies are full, true and complete copies and that, unless expressly stated, nothing has been omitted or added.
D. The Ombudsman may submit articles, letters or reports concerning the dispute and its resolution for publication in the local newsletter or any other publication of MOW or its SIGs, if appropriate. Such material will be printed in the next practicable issue of the publication.
E. Arbitration.
1. Arbitration may be suggested by the Ombudsman or any of the parties involved, but must be agreed to by all.
2. The arbitral decision shall be final, provided that all parties have agreed to such arbitration.
3. In cases of arbitration, the Ombudsman shall render a decision within 30 calendar days of having received all pertinent materials. One extension of 30 additional calendar days may be agreed to by the parties involved. If the parties do not agree to an extension of the original deadline, or when the extension period has elapsed without a binding arbitral decision, the parties may choose instead to take their grievance to the Ombudsman of AML, the Regional Vice Chairman, the AMC or the National Hearings Committee.

ARTICLE V.
Section 1. Election Procedure.
Not later than November 15 of the year preceding the election, the LocSec shall appoint a Nominations Committee of three members, subject to the ratification by the ExCom, which shall, no later than December 15, nominate one or more candidates for each elective office. The membership of MOW shall be notified of these nominations in the January (of the election year) issue of the local group newsletter or by mail posted no later than January 1.

Section 2. Additional Nominations.
Additional nominations may be made by petition signed by 20 members in good standing, and delivered to the chairman of the Nominations Committee before February 10.

Section 3. Election Committee.
No later than January 1 of the election year, the LocSec shall nominate an Election Committee of two members, subject to ratification by ExCom, who shall be responsible for conducting the election, receiving and certifying ballots, counting the ballots, certifying the results, and publishing the results. The Election Committee is responsible for causing the publishing of all campaign statements in the March issue of the local group newsletter. The Election Committee shall also set a word limit for the campaign statements (consulting with the Editor), approve the wording and arrangement of the ballots and make those election rules that are not covered by the bylaws of MOW and AML. Campaign statements are not subject to editing by the local group newsletter editor or by any person.

Section 4. Ballots.
Ballots shall be printed in the March issue of the local group newsletter, together with the campaign statements, or mailed to all members of MOW posted no later than March 1 of the election year. Ballots must be tallied by April 5 at the latest. All ballots must be cast by mail. Mail ballots should be sealed in a blank envelope, placed inside a second mailing envelope, on the outside of which the voting member's name and address must be clearly legible in the left upper corner. Voters disregarding the two-envelope method are deemed to be waiving their right to secret ballot. Ballots sent without name and address of the voter shall be invalidated. Mail ballots must be sent to the chairman of the Election Committee and received by that chairman no later than April 5 of the election year. Ballots received after this date shall not be counted. A plurality of all votes cast for each office shall constitute election.

Section 5. Eligibility.
Current elected officers are ineligible to serve on either the Nominations Committee or the Election Committee. Persons serving on either the Nominations Committee or the Election Committee may not become candidates for the forthcoming election.

Section 6. Recall Elections.
Dates for balloting in a recall election shall be established by the ExCom at the meeting in which a properly qualified recall petition is presented. An Election Supervisor shall be appointed by the ExCom in the same meeting. The Election Supervisor appointed for a recall election shall fulfill, generally, the same duties carried out by an Election Committee for officers' elections: conduct the election, cause the publishing of the statements (which are not subject to editing by anyone) and the ballots which shall be either in the newsletter or mailed separately to all local members, set a word limit for the statements, receive, verify and count ballots, certify and publish the results.

Section 7. Ballot Retention and Accessibility.
Ballots of all elections and referenda shall be retained by the Election Committee or Election Supervisor respectively, for at least 60 days past the balloting deadline and thereafter destroyed only upon direction from the ExCom. Ballots may be inspected by any local member in good standing under the supervision of the ExCom and the Election Committee Chairman or Election Supervisor respectively.

Section 8. Tie Votes.
In cases of ties in officers' elections, run-off elections are to be held quickly under the Election Committee's direction and with a timetable determined by the ExCom. The incumbent officer(s) affected by run-off election shall retain office until the results of the run-off are determined. In case of ties on referenda, the status quo shall be maintained.

ARTICLE VI.
Section 1. Dissolution.
In the event of dissolution of MOW, its assets shall be transferred to the MENSA OF WISCONSIN FOUNDATION (MOWF), a non-profit educational organization under the laws of the state of Wisconsin.

Section 2. Rules of Order.
All business meetings and ExCom meetings of MOW shall be conducted in accordance with the rules set forth in "Robert's Rules of Order", latest revision, where not inconsistent with provisions otherwise contained herein.

ARTICLE VII.
Section 1. Origination of Amendments.
Amendments to these bylaws may be originated by the ExCom or by petition signed by at least 20 members in good standing and submitted to the ExCom for action. The ExCom shall act on petition amendments within 60 days of receipt.

Section 2. Approval of Proposed Amendments.
Proposed amendments must be submitted to the AMC or to the AMC's authorized representative(s) before submission to the local group membership for ratification balloting.

Section 3. Balloting Supervision.
The LocSec shall appoint an Election Supervisor, subject to approval by the ExCom, who shall submit the proposed amendments, together with explanations to the local group newsletter editor for publication in the next-scheduled issue of the local group newsletter.

Section 4. Duties of the Election Supervisor.
The Election Supervisor shall determine the timetable and publication details including word limit, receive votes, verify and tally votes, certify and publish balloting results.

Section 5. Publication Details.
The second-next-newsletter issue after the issue that carried the first publication of the proposed amendments must carry a reprint of same, together with a mail ballot and balloting instructions. Interim newsletter issues may carry pro and con statements, publication of which are supervised by the Election Supervisor, and which are not subject to editing by anyone.

Section 6. Balloting Deadline.
Deadline for balloting must be at least 90 days after the first nominal publication date of the proposal. "Nominal" is to be interpreted as the first day of the month listed on the outside front cover of the local group newsletter.

Section 7. Balloting in Sections.
Balloting may be by sections or by complete set of changes, depending on the practicality, and interrelationship of sections as determined by the ExCom.

Section 8. Balloting Details.
All ballots must be cast by mail and should be sealed in a blank envelope, placed inside a second envelope on the outside of which the voting member's name and address must be clearly legible in the left upper corner. Voters disregarding the two-envelope method are deemed to be waiving their right to secret ballot. Ballots without name and address of the voter shall be invalidated. Ballot amendments, to pass, must be approved by a plurality of votes cast.

Section 9. Effective Date.
Amendments become effective on the later of these dates:
(a) AMC ratification
(b) Local membership ratification (balloting deadline)
(c) Filing of revised bylaws with the Bylaws Committee and the National Office.

Section 10. Publication of Results.
Balloting results shall be published in the local group newsletter as quickly as practical.

Section 11. Bylaws Availability.
Updated bylaws must be made available to all local members on demand and to all new local members upon joining.

Article VIII
Section 1. Mensa Name and Logo.
American Mensa Ltd. (AML) has granted a royalty-free, non-exclusive license to Mensa of Wisconsin (MOW) for the use of the mark "Mensa" and a logo, consisting of a globe over a stylized "M" within a border, in connection with the non-commercial uses of Mensa of Wisconsin. AML retains full ownership of the mark and logo and all statutory and common-law rights in the mark and logo.