Article II. Meetings and Vote of Fellows and Members
2.01. Annual Meetings
2.02. Special Meetings
2.03. Mid-Year Forum
2.04. Notice
2.05. Order of Business
2.06. Quorum
2.07. Vote
2.08. Procedural Rules, Parliamentary Authority, and Rules of Order
2.01. Annual Meetings.
An annual meeting of the Fellows and Members of the Academy shall be held each year at the place and on the date designated by the Board of Trustees. There shall be at least one (1) business meeting of the Voting Fellows and Members of the Academy at each annual meeting.
2.02. Special Meetings.
Special scientific and business meetings of the Fellows and Members of the Academy may be called by the Board of Trustees.
2.03. Mid-Year Forum.
The Board of Trustees may convene a Mid-Year Forum each year for the purpose of considering and developing recommendations to the Board of Trustees with respect to issues referred by the Board of Trustees to the Issue Analysis Group and such other issues as the Board of Trustees determines. All members of the Issue Analysis Group, all Trustees, all Senior Secretaries, all Secretaries, all Councilors, and other Fellows and Members designated by the Board of Trustees shall be invited to participate. The Board of Trustees will determine the schedule, the agenda, and the operational rules and procedures.
2.04. Notice.
At least ninety (90) days prior notice of the time and place of each annual business meeting of the Academy, including the names of all nominees of the Board of Trustees in accordance with Section 5.01, shall be given to all Fellows and Members by publication in an official publication of the Academy or by another method designated by the Board of Trustees. Except as otherwise provided in these Bylaws, any item of business may be transacted at an annual business meeting if the item of business is referred to in the notice of the annual meeting. An item of business not referred to in the notice of the annual business meeting shall not be considered or acted upon at an annual business meeting unless (a) it may be considered in accordance with Section 9.01 or (b) in the case of items of business not described in Section 9.01, it is proposed as an item of new business by a Voting Fellow or Member upon at least thirty (30) days prior notice to the Executive Vice President or is proposed as an item of new business by the Board of Trustees. At least thirty (30) days prior notice shall be given of the time, place, and purpose of any special meeting of the Fellows and Members of the Academy. No business may be transacted at a special business meeting of the Voting Fellows and Members of the Academy other than that specified in the notice of the meeting.
2.05. Order of Business.
At each annual business meeting of the Voting Fellows and Members of the Academy, the order of business shall be:
(a) call to order;
(b) report of the President of the Board of Trustees;
(c) report of the Executive Vice President;
(d) election of Fellows and Members;
(e) new business;
(f) announcements and notices; and
(g) adjournment.
The order of business of each annual business meeting may be amended by an affirmative vote of a majority of the Voting Fellows and Members present and voting at the meeting. The order of business at a special meeting and at a Mid-Year Forum shall be as specified in the notice of the meeting or the Forum.
2.06. Quorum.
At any annual or special business meeting of the Voting Fellows and Members of the Academy, a quorum is one hundred and fifty (150) Voting Fellows and Members, except as otherwise required by the Articles of Incorporation or these Bylaws. For any action of the Voting Fellows and Members taken by mail ballot, a quorum is one hundred and fifty (150) valid mail ballots of Voting Fellows and Members timely returned to the Academy.
2.07. Vote.
If a quorum is present at a business meeting of the Voting Fellows and Members, a majority vote of the Voting Fellows and Members present and voting shall be required to constitute action by the Voting Fellows and Members on any matter that properly comes before the meeting, unless otherwise provided by applicable law, the Articles of Incorporation, or these Bylaws. There shall be no voting by proxy by the Fellows and Members of the Academy. Elections and votes on proposed amendments or revisions of the Articles of Incorporation, these Bylaws, the Code of Ethics, or the Procedural Rules shall be conducted by mail ballot as provided in Sections 5.02 and 9.01.
2.08. Procedural Rules, Parliamentary Authority, and Rules of Order.
The Board of Trustees may from time to time adopt, revise or amend, subject to subsequent ratification by the Voting Fellows and Members, Procedural Rules that are not inconsistent with the Articles of Incorporation or these Bylaws relating to the presentation of papers at sessions of the Academy; notices of meetings of, quorum requirements for, and means of taking actions by the Board of Trustees, Secretariats, and committees; procedures applicable to contested elections for the positions of Elected Offices and Trustees-at-Large of the Academy and Chair and Vice Chair of the Council; procedures for voting by mail ballot or online voting for the election of persons to the positions of Elected Offices and Trustees-at-Large of the Academy and Chair and Vice Chair of the Council; procedures for voting by mail ballot or online voting on proposed amendments or revisions in the Academy's Articles of Incorporation, these Bylaws, the Code of Ethics, or the Procedural Rules; and other matters that do not relate to the rights or responsibilities of Fellows or Members of the Academy. The deliberations of the Fellows and Members of the Academy, the Board of Trustees, the Council, and all committees shall be governed by the rules contained in the then-current edition of Robert's Rules of Order Newly Revised in all cases in which those Rules are not inconsistent with the Articles of Incorporation, these Bylaws, the Procedural Rules, the Operational Procedures, customary practices, and procedures of the Academy.