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Constitution

The Constitution of Hong Kong Mensa

Hong Kong, November 1988

1.    Name
2.    Address
3.    Objects
4.    Policy
5.    Membership
6.    Conduct of Members
7.    Committee
8.    General Meetings
9.    Finance
10. Constitutional Amendments
11. Dissolution
12. Liability
13. Saving Clause

1. Name

1.1 The name of the Society shall be "Hong Kong Mensa" hereafter referred to as HK Mensa.

1.2 HK Mensa is one of a number of National Mensas which comprise (International) Mensa.

2.1 The initial address of HK Mensa shall be at 1705 Shui On Centre, No. 8 Harbour Road, Hong Kong or thereafter at any other address which may be approved by the Committee and notified to Members and properly recorded with the Registrar of Societies.

3. Objects

3.1 The principal objects of HK Mensa shall be:-

(a)    to identify and foster human intelligence for the benefit of humanity;
(b)    to encourage research in the nature, characteristics and uses of intelligence; and
(c)    to provide a stimulating and social environment for its members.

3.2 Such other objects, which shall not be incompatible with the principal objects, as HK Mensa in general meeting shall adopt.

4. Policy

4.1 HK Mensa shall operate within the following policies:-

(a)    that intelligence should be used for the benefit of humanity;
(b)    that, as HK Mensa encompasses members representing many points of view, consequently HK Mensa shall not take any political action other than the publication of the results of its investigations, nor have any ideological, philosophical, political or religious affiliations;
(c)    that Members or groups of Members may not publicly express opinions or make statements on behalf of HK Mensa as a society;
(d)    that it is a non-profit-making society.

5. Membership

Eligibility

5.1 Persons who have obtained a score within the upper two percent. of the general population on an intelligence test that has been approved by the International Supervisory Psychologist and that has been properly administered and supervised, shall be eligible for membership. There shall be no other qualification or disqualification for initial membership.

Place of membership

5.2 Persons eligible for membership shall be offered membership of HK Mensa. No Member shall, at the same time, be a Member of HK Mensa and either a direct International member or a member of another National Mensa.

Transitional

5.3 Section 5.2 above shall not be a bar to membership whilst a Member leaves one National Mensa to join another.

Conditions of membership

5.4 As a condition of membership, Members shall:-

(a)    agree to abide by this constitution;
(b)    pay any subscriptions or dues as set or modified from time to time by the Committee;
(c)    permit their names and addresses to be published in any duly authorised Mensa listing; and
(d)    abide by the constitution of International Mensa where possible and the constitution rules and regulations of HK Mensa.

5.5 A Member's failure to pay subscriptions or dues as provided in Section 5.4 immediately on demand shall, without further notice, constitute resignation forthwith from the Society.

5.6 The HK Mensa Committee may suspend the membership of a Member or expel a Member if the Member acts contrary to the interests of the Society or is guilty of conduct unbecoming of a Member or is in breach of the Society's rules and regulations. Whilst suspended the Member shall have none of the rights, benefits or privileges of membership but he or she shall remain liable to pay subscriptions or other dues.

Member in good standing

5.7 A member in good standing shall be a person who has accepted an offer of membership, has paid all subscriptions or dues owed and is not currently subject to any sanction imposed by HK Mensa or the International Board of Directors or otherwise suspended.

6. Conduct of members

Disputes within Mensa

6.1 Save as otherwise provided Members having a dispute with HK Mensa, or with any other Member, arising out of Mensa related activities, shall exhaust all avenues of settlement and redress within the Society.

6.2 Members who still feel aggrieved shall then exhaust all similar avenues of settlement and redress with the International Board of Directors whose decision shall be final and binding. Failure to follow this procedure shall be considered an act inimical to HK Mensa.

Disciplinary Actions

6.3 Sanctions may be imposed by HK Mensa on any of its Members who commit an act inimical to Mensa, provided that a fair and impartial hearing has been conducted.

6.4 Sanctions may include censure, suspension or removal from office for a specified time, suspension of membership for a specified term, or expulsion from membership.

Membership lists

6.5 Every Member shall report his name, Identity Card number and address to the Hon. Secretary, and shall inform him, as soon as practicable, in writing, of any change of these details.

6.6 All notices, reports and other such correspondence despatched by post to an address recorded by the Hon. Secretary shall be deemed to have been delivered to the Member concerned.

7. Committee

Functions and duties of the HK Mensa Committee (herein called "the Committee")

7.1 The functions and duties of the Committee shall be:-

(a)    responsibility for the management and development of HK Mensa;
(b)    promotion of the stated objectives and policy of HK Mensa;
(c)    recruitment and testing of applicants for membership;
(d)    supervision of special interest groups;
(e)    maintenance of an office and appropriate records; and
(f)    organisation of finance, publication, research, public relations and all other matters relevant to HK Mensa.

Composition and responsibilities

7.2 The Committee shall comprise:-

Chairman
Vice Chairman
Hon. Secretary
Hon. Treasurer
Three other members.

7.3 The responsibilities of these Committee members shall be those that by convention and tradition are normally undertaken by such position.

Meetings

7.4 The Committee shall meet as often as necessary to effectively carry out its functions.

7.5 The Chairman, or in his absence, the Vice Chairman shall preside at such meetings.

7.6 The Chairman, or in his absence, the Vice Chairman and any other three Members of the Committee shall form a quorum.

7.7 All decisions of the Committee shall be taken by simple majority vote of the Members present. In the event of equality, the Chairman, or in his absence, the Vice Chairman shall have a casting vote.

7.8 A proposal circulated to all Committee members in writing and approved in writing and signed by a majority of them, shall be considered as a resolution properly passed at a Committee meeting.

7.9 In the event of a vacancy arising on the Committee, the remaining Members of the Committee may fill the vacancy as they deem fit.

7.10 The Committee shall have the power to co-opt any Member to the Committee for any special purpose.

7.11 Appointments under Sections 7.9 and 7.10 shall not extend beyond the conclusion of the following Annual General Meeting.

7.12 Upon the written request of any two Members the Committee shall convene, within 14 days, to hear any matter detailed in such request. If at such hearing no quorum is present the requisitionists shall be entitled to call an extraordinary general meeting.

7.13 The Hon. Secretary, or in his absence, any other Member shall record minutes of all business transacted at any meeting, (Committee, Annual or Extraordinary). The minutes of a previous meeting are to be passed, with or without amendment, as soon as practicable at the next such similar meeting.

Elections

7.14 Save where sub-section 7.9 applies, members of the Committee shall be elected by postal vote, the results of which will be announced at the Annual General Meeting. Members of the Committee shall hold office from the conclusion of such meeting until the conclusion of the next, subject to the provisions of this constitution.

7.15 Any two Members may, in writing, propose any other Member as a candidate for election to one or more positions on the Committee. Such proposals must contain a written endorsement by the candidate that he is willing to stand for election to the Committee.

7.16 Such written proposals and endorsements must be received by the Hon. Secretary at least 14 days prior to the date of the Annual General Meeting failing which the nomination will not be accepted.

7.17 A Member may only hold one position on the Committee at any one time, save in exceptional circumstances.

7.18 As soon as possible after the deadline for receipt of nominations, the Hon. Secretary will prepare a consolidated list of such nominations. He will, as soon as possible, send a copy of this list to each Member of HK Mensa, together with a voting form and appropriate voting instructions in respect of the number of positions available on the Committee. No recommendations on how to vote shall appear on the voting form.

7.19 Members then wishing to vote should return the voting form in accordance with the instructions to the Hon. Secretary. Envelopes should be clearly marked ELECTION and will not be opened until an appropriate time at the Annual General Meeting. Such envelopes may also be handed in personally by Members at such Meeting. A Member may only complete one voting form in respect of each election.

7.20 The current Chairman will appoint two independent Members (not standing for election) to count the votes and announce the names of the successful candidates.

8. General Meetings

Annual and other General Meetings

8.1 The Annual General Meeting of HK Mensa shall be held as soon as practicable after accounts for the preceding year are available, and in any case, no later than 30th June in each year after the first year (1988).

8.2 The Annual General Meeting shall have the following purposes:-

(a)    to adopt, with or without amendment, the minutes of the previous meeting;
(b)    to discuss any matter relating to policy or the management of HK Mensa of which due notice, in writing, has been given to the Members;
(c)    to receive reports from the Chairman and Hon. Treasurer;
(d)    to elect the Committee for the next year;
(e)    to approve the accounts; and
(f)    any other business in accordance with Section 8.3.

8.3 The Chairman, or in his absence, the Vice Chairman, shall have the sole discretion to accept any other business of which notification has not been duly received.

8.4 Members shall be notified in writing by the Hon. Secretary at least 28 days before the date of such meeting. The notification shall include:-

(a)    the date, time and location of such meeting;
(b)    a request for candidates for election to the Committee;
(c)    a request for items of business to be discussed at such meetings;
(d)    the Hon. Treasurer's report; and
(e)    any other papers, publication or correspondence as deemed appropriate by the Committee.

8.5 Ten Members shall form a quorum at any General Meeting. If within 30 minutes of the appointed time a quorum cannot be formed, the meeting shall be adjourned and reconvened within one month. Members shall be given 14 days notice, in writing, of the new date, time and location only. At the second meeting any number of Members present shall form a quorum.

8.6 The Chairman, or in his absence, the Vice Chairman shall preside at such meetings.

8.7 Other than elections for Committee all decisions at any General Meeting shall be taken by simple majority vote of the Members present. In the event of equality in such decisions, the Chairman or, in his absence, the Vice Chairman, shall have a casting vote. At all elections and referenda conducted by or within HK Mensa proponents and opponents shall be given reasonable opportunity to state their positions.

8.8 There shall be no proxy voting.

8.9 Only Members of good standing shall be entitled to attend a General Meeting and participate in the proceedings.

Extraordinary General Meetings

8.10 Save as provided in Section 7.12 upon the written request of any five Members of HK Mensa to the Chairman, an Extraordinary General Meeting shall be convened within 28 days. Such a request must specify in detail the object of such meeting.

8.11 Members shall be notified in writing by the Hon. Secretary at least 14 days before the date of such meeting. The notification shall include:-

(a)    the date, time and location of such meeting
(b)    the reasons for such meetings; and
(c)    any other papers, publications or correspondence as deemed appropriate by the Committee.

8.12 Discussion and resolutions at such Extraordinary General Meeting shall be strictly limited to the objects detailed in the request.

8.13 The procedures for notifying members, the composition of the quorum and general management of the meeting shall follow the procedures set out in Sections 8.5, 8.6 8.7, 8.8 and 8.9.

9. Finance

9.1 The Hon. Treasurer shall be responsible for preparing an annual statement of accounts and balance sheet to 31st March in each year, which shall be submitted to the Annual General Meeting.

9.2 Cheques and other financial documents shall be signed on behalf of HK Mensa by the Hon. Treasurer and one other person; either the Chairman, Vice Chairman or Hon. Secretary.

9.3 The funds of HK Mensa are to be used in furtherance of the functions of the Committee as detailed in Section 7.1.

9.4 The Committee shall not authorise expenditure in excess of the total financial reserves of HK Mensa.

9.5 Members of the Committee shall not be paid by HK Mensa except for reimbursement of expenses incurred on Mensa business.

10. Constitutional Amendments

10.1 Any alteration, amendment or addition to this constitution shall be subject to the approval of a General Meeting of HK Mensa. Proposed alterations, amendments or additions must be submitted to, and approved by, International Mensa before voting.

10.2 A copy of the proposed alterations, amendments or additions shall be sent to all members together with the notification of the General Meeting. No alteration, amendment or addition shall come into effect until the approval of the Registrar of Societies has been obtained.

11. Dissolution

11.1 HK Mensa shall be dissolved only by a resolution of two thirds of the Members present and voting at any General Meeting duly convened and managed in accordance with this constitution.

11.2 Upon the dissolution of HK Mensa, any assets shall be disposed of in a manner consistent with the objects and policy of HK Mensa, as directed by the Members present at such General Meeting, provided that none of the assets shall be distributed to the Members who shall have no interest in or right thereto.

12. Liability

12.1 Neither HK Mensa nor the Committee nor any Member shall owe any liability or responsibility to a Member for any loss, damage, expense or claim that a Member may suffer, as a Member, however the same may be caused.

12.2. In the event of HK Mensa being dissolved, every present and past Member shall be liable to contribute equally to the assets to an amount sufficient for payment of its debts and liabilities and the costs, charges and expenses of the dissolution, subject to the following qualifications:-

(a)    A past Member shall not be liable to contribute if he has ceased to be a member for one year or upwards before the commencement of the dissolution;
(b)    A past Member shall not be liable to contribute in respect of any debt or liability contracted after he ceased to be a Member;
(c)    A past Member shall not be liable to contribute unless the existing Members are unable to satisfy the contributions required to be made by them.

13. Saving clause

13.1 The Committee's decision as to the interpretation of any Section of this constitution shall be final.

The Constitution of Hong Kong Mensa

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