Will go to a vote in December 2008.

Changes are indicated by striking out matter to be omitted and highlighting it in blue, and by adding proposed new matter in red.

6. Quorum

The quorum of an ordinary as well as of a special meeting of the General Council shall be five a majority of the Council's members, including proxies. If there be no quorum, the meeting may be adjourned sine die, or the Chairman of the meeting may adjourn it to another date, of which three months' further notice shall be given, when the business of the meeting shall be disposed of, irrespective of whether there is provided that a quorum is then present or not.

            REASON: A quorum of 5 for an organization of 37 members is unreasonable. As the governing body of the Society, the General Council's actions should always be considered by at least a majority of its members, in person or by proxy. At the 2007 meeting, 17 members were present in person, and they held an additional 18 proxies, for a total of 35 votes. So a quorum of half the members (which at present would be only 19) is not unreasonable. 

9. President's term of office

The term of office of the President shall be seven five years from the date of assuming office. No person shall serve in the office of President for more than three consecutive such terms.

            REASON: A term of 7 years may have been appropriate in earlier times when communication was more difficult. But considering both technological changes and the changes proposed below for rule 10, a shorter term is preferable and feasible. The practice of unlimited terms in an executive office is not the norm in most organizations and is ill-advised as inhibiting adaptation and evolution.

10. Election of President

The procedure for election to the office of President shall be as follows:

(a) Seven months before the expiration of a President's term of office, or within three days of the office becoming vacant, the Executive Committee shall appoint a special Committee consisting of three members of the Theosophical Society in good standing including the Secretary, but excluding any other member of the Executive Committee and any candidate for the office of President, to carry out the election procedure as hereinunder detailed. If the Secretary should be a candidate for the office, the three members of this Committee shall choose one of their number to serve as acting Secretary for the election procedure.

This Committee shall be known as the Election Committee and shall be answerable only to the Executive Committee General Council, which alone has authority over it. Any member of the General Council may raise questions about the election procedure as it progresses and may request that such questions be referred to the full General Council for a decision by majority vote.

It The Election Committee shall be automatically dissolved on the declaration of the voting result.

(b) Immediately on its appointment, the Election Committee shall instruct the Secretary to send out to the members of the General Council a written call for nominations for the office of President.

The call for nominations shall be sent by e-mail, airmail or other expeditious means if airmail be unavailable, followed one week later by a second (duplicate) call.

(c) Any member of the Society in good standing, having been a member for at least ten consecutive years immediately preceding his nomination, may be nominated.

Each member of the General Council who is a General Secretary shall be entitled to nominate up to three different persons and shall consult his Governing Body before making nominations.

The President shall be entitled to make three nominations likewise.

The Vice‑President, Secretary, Treasurer and each Additional Member of the General Council shall be entitled to make one nomination.

The nominator shall be responsible for ensuring that his nomination(s) reaches the Secretary within ten weeks of the date of the call for nominations.

The nominee shall be responsible for notifying the Secretary, within the above‑mentioned period of his acceptance of nomination. One written consent shall suffice for all nominations for that nominee.

 (d) At the expiration of ten weeks, the Election Committee shall place send a report of all the nominations received, together with the relevant papers, to all members of the General Council, together with a list of those qualified to be on the voting list, as specified below. before the Executive Committee at a meeting especially convened for the purpose.

At such meeting the Executive Committee shall examine the nominations.

The three nominees having the highest number of nominations shall alone be qualified to be on the voting list, but if two (or more) nominees qualify for the last place on the voting list, they shall both (or all) be included in the list.

No nominee shall be included in the voting list unless supported by at least twelve nominations.

The names of the nominees who thus qualify for inclusion shall be listed in alphabetical order.

This list, as finalized by the Executive Committee accepted by a majority vote of the General Council, shall be the voting list and shall not be subject to challenge.

However, in the event of a nominee dying or being so seriously incapacitated as to be unable to carry out the Presidential duties if elected, between the date of the call for nominations and the dispatch of the voting list, the nomination procedure shall be repeated, commencing within seven days from the notification of the fact to the Secretary.

(e) The Secretary shall, six weeks after sending out the materials specified in (d) above (in order to allow General Council members time to accept the voting list or raise questions about it), then immediately communicate in writing by e-mail, airmail or other expeditious means (followed one week later by a second and duplicate communication) the accepted voting list together with the names of the nominators of the respective candidates and biographical data of the candidates in accordance with Appendix A to these Rules, to the members of the General Council, with an information copy to General Secretaries, Regional Secretaries, Organizing Secretaries, and Presidential Representatives and to the Lodges (Branches) and Fellows-­at‑large attached to Headquarters.

Each General Secretary, Regional Secretary, Organizing Secretary and Presidential Representative shall make known the names of the candidates and their nominators and candidates’ biographical data to the members in his area. and take the votes in accordance with the instructions in Appendix B to these Rules of the individual members who have reached the age of eighteen years on the rolls of his National Society or area of administration who have been members in good standing for twenty‑four consecutive months immediately prior to the date of the call for nominations, and shall communicate the results to the Secretary in accordance with the instructions given in Appendix B to these Rules. Each General Secretary shall thereafter consult his Governing Body before casting his vote, but vote according to his own judgement.

Each member of the General Council shall vote for one of the candidates on the voting list and send his vote to the Secretary of the Election Committee by e-mail, air mail or other expeditious means.  

The Election Committee shall take the votes in accordance with the instructions given in Appendix B of these Rules of the members of the Lodges (Branches) and Fellows‑at‑large attached to Headquarters who have been members in good standing for two full years as on the date of the call for nominations.

The voting results votes of the General Council members must reach the Secretary within fifteen ten weeks of the date of issue of the accepted voting list by him.

If only one name remains on the voting list the vote shall be taken on a 'For' or 'Against' ballot.

(f) At the expiration of fifteen ten weeks from the date of issue of the accepted voting list by the Secretary, the voting results shall be totalled by the Election Committee and placed before the Executive Committee reported to the General Council.

Within three days of the closing date of voting, If, within ten days of the Secretary's reporting the voting results, no member of the General Council raises a question to be referred to the full Council, the candidate who has received the largest number of votes shall be declared elected President and shall assume office not later than thirty days four weeks thereafter.

In the event of a tie, or of the rejection of a single candidate in a 'For' or 'Against' ballot, or of a candidate on the voting list dying or being so seriously incapacitated as to be unable to carry out the Presidential duties if elected, after the dispatch of the voting list and before the final totalling of votes, the nomination and election procedure shall be repeated, commencing within seven days from the notification of the fact to the Secretary, and the President in office or the Vice‑President if he is temporarily filling such office, shall continue therein until a new President assumes office.

Note: A member is in good standing if his dues have been paid for the last official year to his Section, Regional Association or Presidential Agency or in the case of Lodges (Branches) attached direct to Adyar and Fellows‑at‑large to the Secretary or Treasurer concerned.

REASON: Popular election by the full membership of a worldwide, multilingual body is fraught with complications. Not least among those complications is the fact that most of the voting membership will have little or no knowledge of the candidates they are voting upon, and hence their vote cannot be well-informed. The persons most likely to have direct knowledge of and the most opportunity to become well-informed about the candidates are members of the General Council. They are likely also to be among the most experienced members of the Society and to have had extensive experience with its administration and thus to be highly qualified to serve as electors for the office. Information copies of the voting list and of candidates' data are to be distributed widely so that the process will be an open one, with all members informed about it and able to express an opinion to the electors.

Sample chronology of an election (actual ending date is random, as illustration only):

May 15                        Exec. Comm. appoints an Election Committee.

ca. May 22                  Secretary sends out a call for nominations.

ca. May 29                  Secretary send out the second call.

August 7                      Elec. Comm. sends to the G.C. report of nominations & prelim voting list.

September 18              Secretary sends out the accepted voting list.

November 27              All General Council members' votes must have reached the Secretary.

                                    The Election Committee tallies the votes and reports the result to the G.C.

December 15              Serving President's term expires.

before December 25            New presidential term begins.

13. 12. Nomination and election of Secretary and Treasurer

The President shall nominate the a Secretary and a Treasurer, following consultation with and approval by the Executive Committee and subsequent confirmation by the General Council for a period of three years. In the event of an emergency, the President may appoint an acting Secretary or Treasurer with the approval of the Executive Committee until such time as the General Council can confirm a new Secretary or Treasurer in accordance with the procedure laid down above. The Secretary and the Treasurer may be removed from office by the General Council or by a vote of three‑fourths of the number of members of the Executive Committee. In such an event, the President shall nominate a new Secretary or Treasurer, following consultation with and approval by the Executive Committee and subsequent confirmation by the General Council.

            REASON: The office of Secretary is just as important and central to the welfare of the Society as that of Treasurer, and therefore the selection process for those two offices ought to be the same.

12. 13. Appointment of Secretary and other officials

The Secretary and Such subordinate officials as are necessary shall be appointed by the President and confirmed by a majority vote of the Executive Committee at its next meeting, the newly appointed officials not being present or voting. The Executive Committee may remove any of these appointees, by a vote of three­-fourths of the whole number of its members. In this event, the President shall make a new appointment.

            REASON: See the comment on the preceding rule, which does not apply to subordinate officials.

14. Appointment of Executive Committee

(a) The General Council shall at each Annual Meeting appoint an Executive Committee for the ensuing year or until its next Annual Meeting, of not less than seven and not more than ten members, of whom at least six shall be members of the General Council. The President, the Vice‑President, the Treasurer, and the Secretary shall be ex‑officio members. Vacancies caused by death or resignation or otherwise may be filled by co‑option.*

(b) The General Council may delegate to the Executive Committee any of its powers and authority in the management of the business and affairs of the Society except:

(i) The power to amend or repeal the Rules;

(ii) The power to borrow money and incur indebtedness;

(iii) Such powers as are specifically reserved to the President.

The Executive Committee shall have only such powers as are delegated to it by the General Council and as are specified in the Rules. The Executive Committee may recommend to the General Council programmes, policies or activities, but it may not initiate projects requiring major funds not within the current approved budget.

            REASON: To clarify the exact responsibilities of this Committee.

16. Quorum of Executive Committee

At a meeting of the Executive Committee, three a majority of its members shall constitute a quorum.

            REASON: As noted in the comment on rule 6, any action of a body should be taken after consultation with at least half of its membership.

APPENDIX B. Voting Procedure for a Presidential Election

[Delete this entire appendix, as no longer needed in view of the change proposed for rule 10 above.]

*The term "co-option" is a specialized one, meaning (according to the Shorter Oxford) "elect[ing] (a person) to a body by the votes of its existing members."