Mastercard Incorporated (MA) Simple Majority Vote John Chevedden
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Parliamentary Principles
Parliamentary Principles . All delegates have equal rights, privileges and obligations . The majority vote decides. The rights of the minority must be protected. Full and free discussion of every proposition presented for decision is an established right of delegates. Every delegate has the right to know the meaning of the question before the assembly and what its effect will be. All meetings must be characterized by fairness and by good faith. Basic Rules of Motions 1. Motions have a definite order of precedence, each motion having a fixed rank for its introduction and consideration. 2. ONLY ONE MOTION MAY BE CONSIDERED AT A TIME. 3. No main motion can be substituted for another main motion EXCEPT that a new main motion on the same subject may be offered as a substitute amendment to the main motion. 4. All motions require a second to begin discussion unless it is from a delegation or committee or it is a simple request such as a question of privilege, a point of order or division. AMENDMENTS FOUR WAYS TO AMEND A MAIN MOTION 1. Amend by addition 2. Amend by deletion 3. Amend by addition and deletion 4. Amend by substitution TWO ORDERS OF AMENDMENTS 1. First order is an amendment to the original resolution 2. Second order is an amendment to the first order amendment. 3. No more than one order of amendment is discussed at the same time. Voting on Motions Majority vote: the calculation of the vote is based on the number of members present and voting or a majority of the legal votes cast ; abstentions are not counted; delegates who fail to vote are presumed to have waived the exercise of their right; applies to most motions Two-Thirds vote : a supermajority 2/3 vote is required when the vote restricts the right of full and free discussion: This includes a vote to TABLE, CLOSE DEBATE, LIMIT/EXTEND DEBATE, as well as to SUSPEND RULES. -
Proxy Voting Guidelines Benchmark Policy Recommendations TITLE
UNITED STATES Proxy Voting Guidelines Benchmark Policy Recommendations TITLE Effective for Meetings on or after February 1, 2021 Published November 19, 2020 ISS GOVERNANCE .COM © 2020 | Institutional Shareholder Services and/or its affiliates UNITED STATES PROXY VOTING GUIDELINES TABLE OF CONTENTS Coverage ................................................................................................................................................................ 7 1. Board of Directors ......................................................................................................................................... 8 Voting on Director Nominees in Uncontested Elections ........................................................................................... 8 Independence ....................................................................................................................................................... 8 ISS Classification of Directors – U.S. ................................................................................................................. 9 Composition ........................................................................................................................................................ 11 Responsiveness ................................................................................................................................................... 12 Accountability .................................................................................................................................................... -
A Handbook of Parliamentary Procedure
A Handbook of Parliamentary Procedure irginia Publication 305-772 Cooperative Revised 1991 Extension Virginia Tech * Virginia State This publication is made possible, in part, by a grant from the W. K. Kellogg Foundation of Battle Creek, Michigan, to the Center for Volunteer Development at Virginia Tech and the Cooperative Extension Services of the following states: ALABAMA ARKANSAS ALABAMA A&M UNIVERSITY UNIVERSITY OF ARKANSAS Normal, Alabama Little Rock, Arkansas (205) 851-5710 (501) 373-2500 AUBURN UNIVERSITY and Auburn, Alabama Pine Bluff, Arkansas (205) 844-3681 (501) 541-6500 TUSKEGEE UNIVERSITY Tuskegee, Alabama (205) 727-8114 GEORGIA MISSISSIPPI FORT VALLEY STATE COLLEGE ALCORN STATE UNIVERSITY Fort Valley, Georgia Lorman, Mississippi (912) 825-6268 (601) 877-6125 UNIVERSITY OF GEORGIA Athens, Georgia (912) 382-3509 TENNESSEE VIRGINIA TENNESSEE STATE UNIVERSITY VIRGINIA POLYTECHNIC INSTITUTE Nashville, Tennessee AND STATE UNIVERSITY (615) 320-3650 Blacksburg, Virginia (703) 231-7966 Center for Volunteer Development Virginia Cooperative Extension programs, activities, and employment opportunities are available to all people regardless of race. color, religion, sex, age, national origin, handicap, or political affiliation. An equal opportunity/affirmative action employer. issued in furtherance of Cooperative Extension work. Virginia Polytechnic Institute and State University. Virginia State University, and the U.S. Department of Agriculture cooperating. James F. Johnson, Director, Virginia Cooperative Extension, Virginia Tech. Blacksburg; Clinton V. Turner, Administrator. 1890 Extension Program. Virginia State. Petersburg. TABLE OF CONTENTS MEMBERSHIP PRIVILEGES and RESPONSIBILITIES .............................. 1 M em ber Privileges ...................................................... 1 M em berpl............................ Responsibilities ................... 1 KEYS TO BEING A GOOD MEMBER .......................................... 1 M E ETIN G S . 2 Types of M eetings ..................................................... -
Motions Explained
MOTIONS EXPLAINED Adjournment: Suspension of proceedings to another time or place. To adjourn means to suspend until a later stated time or place. Recess: Bodies are released to reassemble at a later time. The members may leave the meeting room, but are expected to remain nearby. A recess may be simply to allow a break (e.g. for lunch) or it may be related to the meeting (e.g. to allow time for vote‐counting). Register Complaint: To raise a question of privilege that permits a request related to the rights and privileges of the assembly or any of its members to be brought up. Any time a member feels their ability to serve is being affected by some condition. Make Body Follow Agenda: A call for the orders of the day is a motion to require the body to conform to its agenda or order of business. Lay Aside Temporarily: A motion to lay the question on the table (often simply "table") or the motion to postpone consideration is a proposal to suspend consideration of a pending motion. Close Debate: A motion to the previous question (also known as calling for the question, calling the question, close debate and other terms) is a motion to end debate, and the moving of amendments, on any debatable or amendable motion and bring that motion to an immediate vote. Limit or extend debate: The motion to limit or extend limits of debate is used to modify the rules of debate. Postpone to a certain time: In parliamentary procedure, a postponing to a certain time or postponing to a time certain is an act of the deliberative assembly, generally implemented as a motion. -
Absolute Voting Rules Adrian Vermeule
University of Chicago Law School Chicago Unbound Coase-Sandor Working Paper Series in Law and Coase-Sandor Institute for Law and Economics Economics 2005 Absolute Voting Rules Adrian Vermeule Follow this and additional works at: https://chicagounbound.uchicago.edu/law_and_economics Part of the Law Commons Recommended Citation Adrian Vermeule, "Absolute Voting Rules" (John M. Olin Program in Law and Economics Working Paper No. 257, 2005). This Working Paper is brought to you for free and open access by the Coase-Sandor Institute for Law and Economics at Chicago Unbound. It has been accepted for inclusion in Coase-Sandor Working Paper Series in Law and Economics by an authorized administrator of Chicago Unbound. For more information, please contact [email protected]. CHICAGO JOHN M. OLIN LAW & ECONOMICS WORKING PAPER NO. 257 (2D SERIES) Absolute Voting Rules Adrian Vermeule THE LAW SCHOOL THE UNIVERSITY OF CHICAGO August 2005 This paper can be downloaded without charge at: The Chicago Working Paper Series Index: http://www.law.uchicago.edu/Lawecon/index.html and at the Social Science Research Network Electronic Paper Collection: http://ssrn.com/abstract_id=791724 Absolute Voting Rules Adrian Vermeule* The theory of voting rules developed in law, political science, and economics typically compares simple majority rule with alternatives, such as various types of supermajority rules1 and submajority rules.2 There is another critical dimension to these questions, however. Consider the following puzzles: $ In the United States Congress, the votes of a majority of those present and voting are necessary to approve a law.3 In the legislatures of California and Minnesota,4 however, the votes of a majority of all elected members are required. -
Speakers of the House: Elections, 1913-2021
Speakers of the House: Elections, 1913-2021 Updated January 25, 2021 Congressional Research Service https://crsreports.congress.gov RL30857 Speakers of the House: Elections, 1913-2021 Summary Each new House elects a Speaker by roll call vote when it first convenes. Customarily, the conference of each major party nominates a candidate whose name is placed in nomination. A Member normally votes for the candidate of his or her own party conference but may vote for any individual, whether nominated or not. To be elected, a candidate must receive an absolute majority of all the votes cast for individuals. This number may be less than a majority (now 218) of the full membership of the House because of vacancies, absentees, or Members answering “present.” This report provides data on elections of the Speaker in each Congress since 1913, when the House first reached its present size of 435 Members. During that period (63rd through 117th Congresses), a Speaker was elected six times with the votes of less than a majority of the full membership. If a Speaker dies or resigns during a Congress, the House immediately elects a new one. Five such elections occurred since 1913. In the earlier two cases, the House elected the new Speaker by resolution; in the more recent three, the body used the same procedure as at the outset of a Congress. If no candidate receives the requisite majority, the roll call is repeated until a Speaker is elected. Since 1913, this procedure has been necessary only in 1923, when nine ballots were required before a Speaker was elected. -
Constitutionality of a Senate Filibuster of a Judicial Nomination
Order Code RL32102 CRS Report for Congress Received through the CRS Web Constitutionality of a Senate Filibuster of a Judicial Nomination Updated December 6, 2004 Jay R. Shampansky Legislative Attorney American Law Division Congressional Research Service ˜ The Library of Congress Constitutionality of a Senate Filibuster of a Judicial Nomination Summary The Senate cloture rule requires a super-majority vote to terminate a filibuster (i.e., extended debate). The Appointments Clause of the Constitution, which provides that the President is to “nominate, and by and with the Advice and Consent of the Senate, ... appoint” judges, does not impose a super-majority requirement for Senate confirmation. Critics of the Senate filibuster argue that a filibuster of a judicial nomination is unconstitutional in that it effectively requires a super-majority vote for confirmation, although the Appointments Clause does not require such a super-majority vote. It has been argued that the Senate’s constitutional power to determine the rules of its proceedings, as well as historical practice, provide the foundation for the filibuster. The question of the constitutionality of the filibuster of a judicial nomination turns on an assessment of whether the Senate’s power to make rules governing its own proceedings is broad enough to apply the filibuster rule to nominations. Several factors have the effect of entrenching the filibuster (i.e., making it possible to filibuster a proposed amendment to the rules). Supporters and critics of the filibuster of judicial nominations disagree about the relative roles of the President and the Senate in regard to judicial appointments, about whether the Senate has a duty to dispose of the President’s judicial nominations in a timely fashion, and about whether a simple majority of Senators has a constitutional right to proceed to a vote on a nomination. -
Conducting Local Union Officer Elections a Guide for Election Officials
Conducting Local Union Officer Elections A Guide for Election Officials Official Ballot X X U.S. Department of Labor Office of Labor-Management Standards Material contained in this publication is in the public domain and may be reproduced, fully or partially, without permission of the federal government. Source credit is requested but not required. Permission is required only to reproduce any copyrighted material contained herein. This material will be made available to sensory impaired individuals upon request. Voice phone: (202) 693-0123 TTY* phone: 1-877-889-5627 *Teletypewriter Conducting Local Union Officer Elections A Guide for Election Officials U.S. Department of Labor Thomas E. Perez, Secretary Office of Labor-Management Standards 2010 (Revised May 2014 and January 2019) A Message to Local Union Election Officials Congratulations! You have been selected to serve as an election official in your union. You may have volunteered, been elected by the membership, appointed by your union’s president, chosen by one of the candidates, or maybe you were “drafted” to serve in this role. In any event, during the upcoming weeks you and your fellow election officials will be entrusted with the responsibility of providing members with the opportunity to exercise the most fundamental of union rights, the right to elect their union’s officers by secret ballot. Don’t underestimate the importance of your role — you are an essential part of the democratic process. The persons elected to office will help shape the future of your union as they handle the union’s finances, are involved in contract negotiations and grievances, and conduct other business affecting the welfare of your union’s members. -
Delaying Judgment
Volume 26 Number 3, March 2012 MERGERS AND AQUISITIONS Delaying Judgment Day: How an adjournment, the meeting is convened without taking a stockholder vote, but then reconvened to Defer Stockholder Votes in at a later time and date. However, a stockholder Contested M&A Transactions meeting also can be postponed or recessed. In a postponement, the previously scheduled stock- holder meeting is not convened, but is delayed to In connection with an M&A transaction, pub- a subsequent time and date. In a recess, the stock- lic companies sometimes fi nd it desirable to delay holder meeting is convened, and then “recessed” a previously scheduled stockholders meeting. without taking a stockholder vote and continued Adjournment is the most traditional method, but at a later time and date. a recess or postponement may be appropriate. In any event, a review of the company’s charter and The determination of whether a company can bylaws, applicable state or foreign law, the federal delay its previously scheduled stockholder vote, securities laws and the agreements governing the and the best method of doing so, requires a rigor- transaction must be analyzed. ous analysis of the company’s charter and bylaws, applicable state or foreign law, the federal securi- by Lois Herzeca and Eduardo Gallardo ties laws, and the agreements governing the trans- action. Public companies that are seeking stockholder approval of a contested business combination Reviewing Organizational Documents transaction have sometimes found it desirable to delay a previously scheduled meeting of stock- As an initial matter, both the charter and holders. The company may wish to provide stock- bylaws of the company should be reviewed to holders with additional time to consider new determine if, and to the extent that, they address information (such as a new or revised acquisition the ability of the board of directors, or the chair proposal), may need additional time to solicit of the meeting, to delay a stockholders meeting. -
Chapter 1 Adjournment
Chapter 1 Adjournment A. GENERALLY; ADJOURNMENTS OF THREE DAYS OR LESS § 1. In General § 2. Adjournment Motions and Requests; Forms § 3. When in Order; Precedence and Privilege of Motion § 4. In Committee of the Whole § 5. Who May Offer Motion; Recognition § 6. Debate on Motion; Amendments § 7. Voting § 8. Quorum Requirements § 9. Dilatory Motions; Repetition of Motion B. ADJOURNMENTS FOR MORE THAN THREE DAYS § 10. In General; Resolutions § 11. Privilege of Resolution § 12. August Recess C. ADJOURNMENT SINE DIE § 13. In General; Resolutions § 14. Procedure at Adjournment; Motions Research References U.S. Const. art. I, § 5 5 Hinds §§ 5359–5388 8 Cannon §§ 2641–2648 Manual §§ 82–84, 911–913 1 VerDate 29-JUL-99 20:28 Mar 20, 2003 Jkt 000000 PO 00000 Frm 00010 Fmt 2574 Sfmt 2574 C:\PRACTICE\DOCS\MHP.001 PARL1 PsN: PARL1 §1 HOUSE PRACTICE A. Generally; Adjournments of Three Days or Less § 1. In General Types of Adjournments Adjournment procedures in the House are governed by the House rules and by the Constitution. There are: (1) adjournments of three days or less, which are taken pursuant to motion; (2) adjournments of more than three days, which require the consent of the Senate (§ 10, infra); and (3) adjourn- ments sine die, which end each session of a Congress and which require the consent of both Houses. Adjournments of more than three days or sine die are taken pursuant to concurrent resolutions. §§ 10, 13, infra. Adjournment Versus Recess Adjournment is to be distinguished from recess. The House may author- ize a recess under a motion provided in rule XVI clause 4. -
111-Quorum.Pdf
QUORUM Paragraph 1 of Rule VI provides that a quorum shall consist of a majority of the Senators duly chosen and sworn, and under the rules and practices of the Senate, any Senator may suggest the absence of a quorum before the Senate is permitted to act on any business. However, under a unanimous consent agreement placing a limitation on the debate of a measure and assigning control of that time, while that matter is pending no Senator may suggest the absence of a quorum unless that Senator con trols a sufficient amount of time (which has been held by the precedents to be 10 minutes). But, it has been equally well estab lished by the precedents that any Senator has a right to call for a quorum before a vote begins even if that Senator controlled no time, or even if there was an order that a vote occur at a time certain. However, certain unanimous consent agreements have been interpreted to preclude quorum calls. The Presiding Officer has no authority to count to see if a quorum is present when a Senator suggests the absence of a quorum unless the Senate is operating under cloture; the rules provide that once a Senator makes a point of no quorum, "the Presiding Officer shall forthwith direct the Secretary to call the roll" and the Presiding Officer "shall announce the result." U nti! a point of no quorum has been raised, the Senate oper ates on the assumption that a quorum is present, and even if only a few Senators are present, a measure may be passed or a nomi nation agreed to. -
Agenda Items Public Comment Adjournment
MEETING OF THE COMMUNITY SERVICES ADVISORY COMMITTEE CITY OF VICTORVILLE DECEMBER 16, 2019 4:00 P.M. – 5:00 P.M. CONFERENCE ROOM D VICTORVILLE CITY HALL 14343 CIVIC DRIVE VICTORVILLE, CA 92392 IN COMPLIANCE WITH THE AMERICANS WITH DISABILITY ACT, ANYONE WHO REQUIRES REASONABLE ACCOMMODATIONS TO PARTICIPATE IN A MEETING MAY REQUEST ASSISTANCE AND/OR RECEIVE THE AGENDA IN AN ALTERNATIVE FORM BY CONTACTING THE VICTORVILLE CITY CLERK’S OFFICE (760) 955-5026 NO LATER THAN 72 HOURS PRIOR TO THE MEETING CALL TO ORDER ROLL CALL AGENDA ITEMS 1. Review and Approval of Minutes from 11/18/19 2. Update on Library Master Plan 3. Update on Civil Rights Memorial Contest 4. Discussion on CPRS Conference 5. Grant Discussion 6. Committee Member Reports / Comments 7. Staff Reports / Comments 8. Next Meeting Date – To be Discussed; Next meeting scheduled for 1/20/19 PUBLIC COMMENT ADJOURNMENT THIS PAGE LEFT BLANK INTENTIONALLY VICTORVILLE COMMUNITY SERVICES DEPARTMENT COMMUNITY SERVICES ADVISORY COMMITTEE ACTION MINUTES – NOVEMBER 18, 2019 1. CALL TO ORDER The regular meeting of the Community Services Advisory Committee was called to order by Committee Member Golden at 4:19 p.m. in Conference Room D at City Hall, 14343 Civic Drive, Victorville. 2. ROLL CALL PRESENT: Committee Members Golden, Pyle and Smith. ABSENT: None. STAFF: Director Davidson, Manager Armstrong, Manager Lynch, Librarian Carter, Specialist Ballou, Secretary Doornbos and Recording Secretary Nelson. 3. COMMUNICATIONS FROM THE AUDIENCE None 4. APPROVAL OF MINUTES It was moved by Chair Golden to approve the minutes for the meeting on March 18, 2019, seconded by Committee Member Smith; motion carried (3/0/0) 5.