ARTICLE III. CONDUCT OF COUNCIL BUSINESS

Section 1. Policy

The business of the Council shall be conducted in accordance with the Institute's Bylaws; the Charter of the Council; and the policies, rules, and procedures established by vote of the members of the Council.

Section 2. Meetings

The Council shall hold at least one meeting annually that shall be designated as its annual meeting. The annual meeting shall be held preferably during November of each year with at least (30) days notice. Other meetings will be called by the Chairman of the Council upon at least fifteen (15) days written notice to all members. These meetings shall be called by the Chairman upon majority vote either of the Council or its Board or by petition of at least twenty (20) percent of the members, with the same notice.

Section 3. Rules of Order

The transaction of all business before the Council shall be governed by Roberts' Rules of Order (latest edition) unless otherwise set forth herein.

Section 4. Quorum

A quorum for conduct of the business of the Council shall be at least one-third (1/3) of the voting members of the Council plus a quorum of the Board. The lack of a duly constituted quorum shall not preclude those in attendance from conducting Council business provided that the minutes are ratified by mail by the Council in accord with the requirements for a mail ballot.

Section 5. Voting

The voting policy of the Council shall be as follows:

a. All matters submitted to a vote during meetings of the Council shall be considered passed if a simple majority of the voting members present vote in favor.

b. Mail ballots to the voting members of the Council shall be required in the following instances:

1. All amendments to this Charter (see Article X).

2. All matters petitioned by ten (10) voting members in writing, and received a minimum of five (5) days before a scheduled Council meeting.

3. All matters petitioned by called or voice vote by one-third (1/3) of the voting members present at a Council meeting.

4. All matters called for by a simple majority of the Board.
c. When a mail ballot is called for, the following shall apply:

1. Ballots shall provide four alternatives; Yes; Yes with Reservations; No; and, Not Voting. "Yes with Reservations" and "No" votes shall be accompanied by a complete explanation of the basis for the vote. A no vote should be accompanied by specific suggestions for change if those changes would change the negative to affirmative.

2. The time allowed for mail balloting shall be no less than thirty (30) days after the date of ballot mailing.

3. The Secretary shall review and count ballots and report results to the Board. The Board shall review the comments submitted with the ballots, and may ratify a vote on an issue or issues requiring only non-substantive changes as a result of ballot comments. If the Board determines substantive changes are required to resolve negative or AYes with Reservations@ votes, the issue(s) in question shall be resubmitted to vote by the Council.

4. A two-thirds (2/3) affirmative ("Yes" and "Yes with Reservations") vote of the "Yes," "Yes with Reservations," and "No" votes received shall be sufficient to record a favorable vote provided at least one-half (1/2) of the ballots are returned.

5. All votes and supporting materials shall be filed with the Secretary of the Council.

d. The results of votes by the full Council or any of its committees shall not be considered binding on organizations participating as members of the Council but shall be binding with respect to the business of the Council or any of its committees.

See Articles IV, V, and VI for the procedures for the election of the Board, Officers, and Nominations Committee.

Section 6. Minutes and Annual Report

Minutes shall be kept of all meetings of the Council and its constituent groups and shall be approved by the members attending the meetings. Approved minutes shall be filed with the Secretary of the Council. The Secretary shall submit a written annual report to the membership following the close of the fiscal year and not later than at the ensuing Annual Meeting.

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