IACA Board of Directors Guidebook - page 39

A quorum for the transaction of business, as defined in the Bylaws, at any
meeting of the Board of Directors shall consist of a simple majority
of the Board.
Unless otherwise provided for in a resolution by the Board of Directors pertaining to a
specific Committee, a quorum for all committees will be the members present at the
Committee meeting.
10. Basic to the democratic process is the tenet that the majority rules. While the minority has
the right to be heard, once a decision has been reached by the majority of the members
present and voting, the minority then must respect and abide by the decision. It should be
noted that those members, who do not choose to vote, (i.e., abstain) agree by their silence
to go along with the decision of the majority.
11. A two-thirds (2/3) vote is mandatory whenever the rights of a member(s) are being limited
or taken away by No motion is in order that does not directly relate to the question under
consideration. Moreover, once a member has been recognized by the presiding officer,
he/she has been granted “the floor,” and no other member may interrupt.
12. The presiding officer may not put a debatable motion to a vote as long as members wish to
debate it.
13. Personal remarks are always out of order. Debate must be directed to motions and not to
motives; to principles and not to personalities.
14. Debate can only be suspended by a two-thirds (b) vote of the members present. In order
that the conduct of the meeting can be undertaken expeditiously, a member who wishes to
debate an issue may hold the floor for a maximum of five (5) minutes at a time.
15. The current Bylaws specify that the Executive Committee shall consult, “with and advise
the Board of Directors on all matters pertaining to the affairs of the Corporation.” The
phrase, “.... Shall consult with” is interpreted to mean that the Executive Committee has
the responsibility for
setting direction
. The phrase, “...and advise...” is interpreted to mean
that the Executive Committee shall report its activities to the Board of Directors.
16. All regularly scheduled full Board meetings are open to IACA members and guests,
except during the report of the Ethics Committee. During this period, non-Board members
and guests will be asked to leave the meeting room until the completion of the report and
Approved by the IACA Board of Directors
January 17, 2002
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