ARTICLE VII – COUNCIL MEETINGS

Section 1. The Council shall hold an Annual Meeting. Additional meetings of the Council, represented by its AdCom, may be held at such times as are found necessary or convenient. Meetings of the Council AdCom may be called at the discretion of the Council President or upon request by AdCom members from at least four different Societies. The time, place and agenda shall be announced to all members of the Council AdCom at least twenty days in advance of the meeting, or by first-class mail to the address of record of each Council AdCom Member at least twenty-five days in advance of the meeting.

Section 2. The Annual meeting of the Council shall normally be the last regularly scheduled AdCom meeting of the year held at a time and place designated by the President.

Section 3. Action of the AdCom and committees thereof.
a) A majority of the voting members of the AdCom or any committee thereof shall constitute a quorum.
b) The vote of a majority of the votes of the members present and entitled to vote, at the time of vote, provided a quorum is present, shall be the act of the AdCom or any committee thereof.
c) The AdCom or any committee thereof may meet and act upon the vote of its members by any means of telecommunication. The normal voting requirements shall apply when action is taken by means of telecommunications equipment allowing all persons participating in the meeting to hear each other at the same time.
d) The AdCom or any committee thereof may take action without a meeting if applicable (e.g. email voting). An affirmative vote of a majority of all the voting members of the AdCom or any committee thereof shall be required to approve the action. The results of the vote shall be confirmed promptly in writing or by electronic transmission. The writings and/or electronic transmissions shall be filed with the minutes of the proceedings of the AdCom or any committee thereof. “Electronic transmission” means
any form of electronic communication, such as e-mail, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient
e) Voting. Individuals holding more than one position on the AdCom or any committee thereof, shall be limited to one vote on each matter being considered by the AdCom or committee.
f) Vote of the Presiding officer. The presiding officer of the AdCom shall have no vote on the AdCom except if the vote is by secret ballot or unless the Chair’s vote can change the outcome of the vote.
g) Proxy voting is not allowed.

Section 4. If a regular representative from a Member Society is unable to attend a meeting of the Council AdCom, the President of the Member Society may designate an alternate by a letter of proxy, who shall have all the powers of the regular representative. Officers of the Council may not delegate their powers by proxy.

Section 5. If less than a quorum is in attendance at duly called meetings, tentative actions may be taken that will become effective upon subsequent ratification, either at a subsequent meeting or by mail, as specified in Section 3 above.