Proposed Election and Appointment Code

Constituted 2006 A.D.

The Most Worshipful Independent Grand Lodge of
Free and Accepted Masons of
The Philippine Islands


ELECTION AND APPOINTMENTS CODE

ARTICLE I
TITLE AND SCOPE

Section 1. Title. This Code shall be known and cited as “The Election and Appointments Code of the Most Worshipful Independent Grand Lodge of Free and Accepted Masons of the Philippine Islands”.

Section 2. Scope. It shall govern the election and appointments of Grand Officers of the Independent Grand Lodge of Free and Accepted Masons of the Philippine Islands (IGLPI); in consonance with the “injunction or rather emulation of who best can work and best agree” to ensure the highest standards of integrity, harmony and efficiency of all Subordinate Lodges affiliated with and chartered under its jurisdiction.

ARTICLE II
SCHEDULE OF GRAND ELECTION

The Grand Election of the Most Worshipful Independent Grand Lodge of Free and Accepted Masons of the Philippine Islands (IGLPI) shall be on the second (2nd) day of its Annual Grand Assembly.

ARTICLE III
ELECTIVE AND APPOINTIVE POSITIONS

Section 1. Elective Positions. The Grand Master, Deputy Grand Master, Senior Grand Warden, Junior Grand Warden, Grand Treasurer, Grand Secretary and Grand Auditor shall be elective.

Section 2. Appointive Positions. All other Grand Officers including Regional and District Grand Officers shall be appointed by the Grand Master. Appointive positions are:

2.1 Assistant Grand Secretary
2.2 Grand Inspector General
2.3 Grand Lecturer
2.4 Grand Legal Officer
2.5 Grand Chaplain
2.6 Grand Orator
2.7 Grand Marshal
2.8 Senior Grand Deacon
2.9 Junior Grand Deacon
2.10 Grand Standard Bearer
2.11 Grand Sword Bearer
2.12 Grand Bible Bearer
2.13 Senior Grand Steward
2.14 Junior Grand Steward
2.15 Grand Organist
2.16 Grand Tyler
2.17 Regional Grand Deputies
2.18 Regional Grand Inspectors
2.19 Regional Grand Lecturers
2.20 District Grand Supervisors
2.21 District Grand Inspectors
2.22 District Grand Lecturers

ARTICLE IV
ELIGIBILITY AND QUALIFICATIONS OF
ELECTIVE AND APPOINTIVE OFFICERS

Section 1. Basic Requirements. The basic qualifications required to be eligible for any elective or appointive position in the Grand Lodge are the following:

1.1 Membership to a subordinate Lodge and actual residence in this jurisdiction; membership in good standing for at least ten (10) years prior to his selection
1.2 Past Master of a subordinate Lodge for at least five (5) years and actively participating in Lodge, District or Grand Lodge affairs prior to his selection
1.3 No record of any conviction by a court of competent jurisdiction involving disloyalty to the Republic of the Philippines, culpable violation of the Philippine Constitution, dishonesty, violation of human rights, misconduct or commission of any offense involving moral turpitude
1.4 No record of having been found guilty, after due process, of disloyalty to the Grand Lodge or culpable violation of IGLPI Constitution
1.5 No record of suspension for un-Masonic conduct or any Masonic offense tried by any trial commission, either in this or in any grand jurisdiction
1.6 Shall not have violated any such other provisions as may be contained in this code, other IGLPI codes, laws, ordinances, edicts, and general regulations of Masonry; or has committed any act or matter inimical to the Fraternity or which in the unanimous opinion of the Grand Lodge is morally culpable

Section 2. Other Qualifications: In consonance with the “injunction or rather emulation of who best can work and best agree”, personal and Fraternity related qualifications shall be determining factors in selecting and electing Grand Officers.

2.1 The Election Board shall be authorized to require attachments and documentary evidence to support any solicited or unsolicited information or entries relative to the qualifications of a recommendee, nominee or candidate, contained in the data sheets and/or recommendation forms.
2.2 When evaluation criteria are required, such as in the selection of nominees for Grand Junior Warden, the Grand Lodge Executive Committee (EXECOM) shall be authorized to formulate, review and update such criteria which shall consider and gauge, among others the following:
2.2.1 Leadership qualities
2.2.2 Management skills
2.2.3 Human relations
2.2.4 Knowledge of Free Masonry

Section 3. Added Qualification Required for Grand Master. Consistent with Masonic practice and tradition which has heretofore become part of the Code of By-Laws of Subordinate Lodges in this jurisdiction, no one shall be elected Grand Master unless he had been elected, installed and has served as Grand Warden of the Grand Lodge.

Section 4. Status of Membership. A dual or plural member of subordinate Lodges shall maintain his status as member in good standing in all his Lodges, otherwise he shall be ineligible for any position in the Grand Lodge, or if already elected shall automatically lose his Grand Lodge position.

ARTICLE V
VOTING AND
LODGE REPRESENTATION

Section 1. Manner of Election. The elective Grand Officers shall be elected through secret balloting by majority vote of the qualified electors.

Section 2. Requirements. Only qualified voting delegates duly accredited, who have registered in the Annual Grand Assembly, and who are in attendance to personally cast their ballots during the election shall be entitled to vote. Only one (1) vote per voting delegate is allowed.

Section 3. Voting Representation. The Grand Officers shall be elected by a majority vote of the following qualified electors:

3.1 The six (6) Incumbent Elected Officers of an accredited subordinate Lodge: WM, SW, JW, Treasurer, Secretary, Auditor
3.2 The immediate Past Master of an accredited subordinate Lodge, in representation of all Past Masters of his Lodge
3.3 The elected Grand Officers
3.4 The Regional Grand Deputies
3.5 The District Grand Supervisors

Section 4. No Proxy Rule. No voter shall be allowed to fill up the ballot and cast the vote for and in behalf of any other voter.

Section 5. Accreditation Requirement. Only accredited Subordinate Lodges shall be able to participate in the Annual Grand Election. Election Accreditation Certificate shall be issued by the Committee on Credentials to a Lodge who has submitted its annual report and paid its dues and other Grand Lodge assessment. A Lodge without Election Accreditation shall not be entitled to vote during the election but may participate in other deliberations.

Section 6. Lodges under Dispensation. All elective officers of Lodges under dispensation (U. D.) are qualified to be delegates of their respective Lodges, provided they are duly registered in the Annual Grand Assembly. They shall have no vote in the election of Grand Officers however; they shall be entitled to participate in the proceedings and be allowed to vote on all issues.

ARTICLE VI
INSTALLATION OF GRAND OFFICERS,
TERMS OF OFFICE AND VACANCIES

Section 1. Installation. The elected Grand Officers and grand line officers already appointed shall be installed before the conclusion of the Annual Grand Assembly.

Section 2. Terms of Office and Vacancies. The elected and appointed Grand Officers shall hold office for one (1) year, and/or until their successors shall have been elected or appointed and duly installed, unless their terms are shortened due to justifiable reasons. In the event that vacancy occurs in the position of elective and appointive Grand Officers, the following rule on succession shall be observed:

2.1 That in the position of Grand Master, Deputy Grand Master and Senior Grand Warden, the next in line shall serve the unexpired term without prejudice to his nomination to the same position in the succeeding election.
2.2 That in the position of Junior Grand Warden, the Grand Master shall appoint a replacement Pro-Tempore from the Council of Elders who shall serve the unexpired term in a concurrent capacity. The Junior Grand Warden Pro-Tempore shall not be included in the line of succession and shall not be eligible for nomination to any elective position in the Grand Lodge in the succeeding annual grand election.
2.3 For vacancy in any elective position other than the Deputy Grand Master and the Grand Wardens, the Grand Master upon consultation with the Council of Elders, shall appoint a replacement who shall serve the unexpired term without prejudice to his nomination to the same office in the succeeding annual grand election.
2.4 For any vacancy occurring in appointive Grand Lodge positions, the Grand Master shall appoint a replacement who shall serve the unexpired term.

ARTICLE VII
ELECTION BOARD AND
ELECTION RELATED BODIES

Section 1. Election Board. Pursuant to Section 7, Article VIII of the IGLPI Constitution and its mandate to prepare, conduct and safeguard the Annual election of officers of the Grand Lodge, the Election Board shall have the duty, power and authority to:

1.1 Create a Panel of Peers, an Electoral Tribunal and any such permanent or ad-hoc committees to assist in its functions
1.2 Enforce all election rules and regulations
1.3 Supervise the conduct of elections
1.4 Attest to the results, declare and proclaim elected officers
1.5 Receive and pre-qualify in so far as adequacy of form, basic eligibility requirements, and proper documentation are concerned, all recommendations for nomination to the position of Junior Grand Warden passed by the District/ Regional Councils
1.6 Reject faulty, incomplete or inadequate submissions; those with discrepancies and controversial entries; information found to be false, or documents found to be tampered with or fake
1.7 Receive, for transmission to the Electoral Tribunal all election related charges against any recommendee
1.8 Ensure that peer evaluation including the ranking report is accomplished on the first day of the Annual General Assembly
1.9 Attest to the correctness of the ranking report of the Panel of Peers and transmit the same immediately to the Council of Elders
1.10 Enforce all election related orders of the Electoral Tribunal
1.10 Secure from the Committee on Credentials, the list of Election Accredited Subordinate Lodges and allow only those which are duly accredited to vote in the Grand Lodge election
1.11 Conduct information campaign relevant to the process and conduct of elections including but not limited to calendar of activities, regulations, requirements and prohibitions
1.12 Keep an accurate record and documentation of the election
1.13 Perform such duties as may be required to ensure a fair and honest election

Section 2. The Panel of Peers. It shall be an ad hoc body of not more than five (5) members, all non-voting Past Masters from accredited subordinate Lodges created in situ by drawing lots under the supervision of the Election Board. They shall evaluate the recommended nominees to the position of Junior Grand Warden passed by the Election Board. Its evaluation shall be submitted to the Council of Elders through the Election Board, for final evaluation.

2.1 An accredited subordinate Lodge may recommend for selection to the Panel of Peers, not more than one (1) name of non-voting Past Master from its ranks, by filling out a prescribed form and submitting it to the Election Board representative at the registration area, not later than 9:00 A.M. of the first day of the Annual General Assembly.
2.2 The name shall be numbered and sealed by the Election Board with a corresponding detachable tab bearing the same number, for use in the raffle.
2.3 The raffle shall be held in a designated place within the premises of the Annual General Assembly and open to the brethren.
2.4 The Chairman of the Election Board shall conduct the drawing of the numbered tabs, verify or cause to be verified the selected names and announce the composition of the Panel.
2.5 Immediately after its composition, the Panel of Peers shall be sworn in and briefed by the Election Board. It shall elect a Chairman and a Vice Chairman who shall act as official tabulator of the Panel.
2.6 The Panel shall evaluate the recommendees for nomination to Junior Grand Warden using a points system based on the criteria prescribed in the official Peer Evaluation form.
2.7 Evaluation/deliberations shall proceed continuously until every recomendee is rated and accurately ranked.
2.8 All members of the Panel are required to stay in their posts until deliberations have been completed, except for toilet trips when such facility is not available inside the room.
2.9 No member of the Panel shall be allowed any form of communication outside the deliberation room during the proceedings.
2.10 The Panel shall prepare a ranking report to be signed by all its members and submit it to the Election Board. Tie scores shall be considered tied for the same rank.
2.11 The Panel of Peers shall be considered dissolved after its report has been received and signed by the Election Board.
2.12 Discrepancies found in the scores or ranking tally after the Panel has been dissolved shall be referred to the Electoral Tribunal.

Section 3. Functions of the Council of Elders during the Grand election. From the order of ranking submitted by the Panel of Peers, the Council of Elders shall conduct final evaluation of the top five (5) recommendees and nominate three (3) as official candidates for Junior Grand Warden. In case any of these candidates become ineligible, incapacitated, or is disqualified before the balloting, the other two (2) recommendees may be reconsidered.

3.1 Final evaluation shall be based on a set of criteria and likewise, use a points system to evaluate the recomendees.
3.2 The Council shall meet the recomendees either individually or as a group for evaluative interview; may hold the same in front of an audience. It may devise any means it deems effective or necessary in the performance of its work.
3.3 In the event of a tie in the evaluations, all names figuring in the tie shall be placed in the same rank, desired number of final nominees notwithstanding.
3.4 The Council of Elders shall deliberate privately until the final nominees are known.
3.5 With the assistance and presence of the Election Board, it shall make official announcement and presentation of candidates not later than 10:00 A.M. on the second day of the General Assembly.
3.6 A candidates’ forum may be conducted when practicable.

Section 4. The Electoral Tribunal. The ad hoc Electoral Tribunal shall be created by the Election Board and its members sworn in, as soon as the first recommendation for nomination to the position of Junior Grand Warden is formally received. It shall be considered dissolved after the elected Junior Grand Warden shall have been installed.

4.1 It shall be composed of one (1) Chairman, one (1) Vice Chairman and three (3) members, all chosen by the Election Board from the incumbent or past Grand Officers who shall investigate, hear, and decide on all formal, written election-related complaints.
4.2 Its decision shall be final and immediately executory, without prejudice to the filing of appropriate charges with the Judicial Council for un-Masonic conduct and/or violation of the Constitution, statutes, by-laws, and other pertinent laws and regulations.

Section 5. Functions of the Committee on Credentials during Annual Grand Elections. The Committee on Credentials shall issue Election Accreditation Certificates to Subordinate Lodges that have submitted their annual reports and paid their dues and assessments to the Grand Lodge; draw up the official list of qualified electors registered in the Annual Grand Assembly, and transmit copies thereof to the Election Board.

Section 6. Other Election Related Committees. The Election Board shall be authorized to create other permanent or ad-hoc committees in the course of performing its duties.

ARTICLE VIII
NOMINATION OF CANDIDATES FOR
JUNIOR GRAND WARDEN

Section 1. Lodge Initiative. Any Subordinate Lodge in this jurisdiction at its own initiative, may submit a name of a probable nominee to the position of Junior Grand Warden (JGW) for consideration of the District Council where it belongs. When such initiative is taken by one or more Lodges in the District, the District Supervisor shall secure from the Election Board, official recommendation forms and a list of all requirements in order to comply with submission standards and the preliminary screening process as prescribed.

Section 2. Preliminary Screening (Preliminaries). Lodge initiatives shall be screened by the District Council. The screening shall consider the basic eligibility requirements and qualifications of the persons named, as written and/or attached to their submissions.

2.1 The District shall forward the accomplished official recommendation forms of probable nominees, together with all required attachments and documents to the Election Board for pre-qualification.
2.2 When a District is under a Masonic Region, preliminary screening shall be on a regional basis, where all District recommendations shall be consolidated and deliberated upon by the Regional Council for the purpose of further screening and selection. The Regional Council shall then submit its recommendations to the Election Board.
2.3 Lodges at large that do not yet constitute a District shall be allowed to participate in the Preliminaries of the Districts where they are attached.
2.4 A group of Lodges that has not yet met the requirements to constitute a full District, but has petitioned and has been approved to comprise a Provisional District shall be allowed to join the Preliminaries of another District assigned to them for such purpose, by the Grand Lodge Executive Committee (EXECOM).

Section 3. Number of recommendations. The EXECOM shall determine and announce the number of recommendations that a District or Region may submit before the start of the period set for the Preliminaries. Preliminaries shall be timed in conjunction with District/Regional Council meetings or when practicable, during their local conventions period.

Section 4. Pre–qualification of Recommendees. The Election Board upon receipt of the District/Region recommendations shall review the eligibility and qualifications of all the recommended nominees. Verification of eligibility and qualifications shall be based on the attachments and documents accompanying the recommendation forms and when necessary, records of the Subordinate Lodges, the District/ Regional Councils and the Grand Lodge. Recommendations not conforming to the prescribed form, are defective, inadequate and/or without the mandatory attachment, documentary and/or legal requirements shall be disqualified. False information, tampered or fake credentials and covert or overt acts to influence the pre-qualification process shall constitute grounds for administrative sanctions and/or filing of charges for un-Masonic conduct against the persons responsible.

4.1 The Election Board shall transmit the result of pre-qualification to the EXECOM for its approval, and proper announcement by the Grand Master.
4.2 A pre-qualified recomendee for nomination as candidate for the position of Junior Grand Warden shall formally acknowledge and indicate in writing whether he accepts or declines his recommendation.
4.3 Only those who sent their letters of acceptance of their pre-qualification to the Election Board not later than fourteen (14 days) before the Annual General Assembly/Election shall be included in the final list for deliberation of the Panel of Peers.

Section 5. Peer Evaluation. The Election Board shall issue the official Peer Evaluation forms to the Panel of Peers only after its members are sworn-in and assigned their place of work. Peer Evaluators shall not be allowed to add, delete, disregard, modify or alter any portion or provision of the Peer Evaluation form or otherwise amend any portion or aspect of the performance/qualification criteria, the grading weights, or the manner of scoring and ranking. Evaluation shall be as objective as possible, in appreciation of all entries, information, statements, attachments and documents submitted by the recommendee.

Section 6. Council of Elders’ Final Evaluation and Nomination.

The Council of Elders acting upon the recommendation of the Panel of Peers shall conduct final evaluation and nomination. Deliberation shall consider leadership and management potentials, personality, preparedness, vision, plans, working knowledge about the Fraternity, and other qualitative aspects not covered by the Peer Evaluators. The Council may use any means or method it deems practicable and effective within the confines of this Code and the IGLPI Constitution. The final nomination of the three (3) candidates for the position of Junior Grand Warden shall be forwarded to the Election Board for announcement.

Section 7. Acceptance of Final Nomination. A final nominee shall accept, either verbally or in writing his official nomination before the actual election. Failure to do so shall be interpreted as a tacit acceptance.

Section 8. Sanctions for Sudden Withdrawal or Refusal of Office. A nominee who has accepted or has been deemed to have accepted his official nomination but withdrew under questionable or malicious circumstances before the balloting is to take place; or declined his position after being elected without justifiable reason shall be liable for sanctions and penalties allowed by law.

ARTICLE IX
NOMINATIONS FOR OTHER ELECTIVE POSITIONS

Section 1. Automatic Nominees. Pursuant to Section 8, Article VIII of the IGLPI Constitution the following are considered automatically nominated during the Annual Grand Election:

1.1 The elected and installed Deputy Grand Master, the Senior and Junior Grand Wardens shall be considered nominated for the next higher position, unless they become ineligible.
1.2 The incumbent Grand Treasurer, Grand Secretary, and Grand Auditor shall be automatically nominated for the same positions, subject to confirmation by the Council of Elders, without prejudice to its consideration of other nominees.

Section 2. Confirmation. The Council of Elders shall transmit the confirmation of nominations of the incumbent Grand Treasurer, Grand Secretary and the Grand Auditor to the Election Board on the day of the Grand Elections but not later than one (1) hour before the scheduled time of the elections, together with any other nominations it may have considered and passed officially.

Section 3. No Nominations from the Floor. No nominations for any elective position shall be allowed from the floor during the Annual Grand Election.

ARTICLE X
ORDER OF BALLOTING

The following order of balloting shall govern the Annual Grand Election:

1. The Grand Master
2. Deputy Grand Master
3. Senior Grand Warden
4. Junior Grand Warden
5. Grand Treasurer
6. Grand Secretary
7. Grand Auditor

ARTICLE XI
PROHIBITED ACTS DURING
THE GRAND LODGE ELECTION

Section 1. Electioneering during an Electoral Process. Consistent with Masonic laws and regulations, electioneering shall not be allowed for any elective position of the Grand Lodge. For brevity, the term “nominee” and “candidate” shall also mean “recomendee” when referring to a person under consideration for an elective position during the electoral process.

2.1 Electioneering shall cover any act or acts covertly or overtly done by a nominee or candidate for an elective position; or by any person or persons or group, to gain undue advantage, subvert and/or grossly and unfairly influence the outcome of an election in favor of such nominee or candidate, using means that are contradictory to Masonic laws, regulations, traditions, practices, provisions and intent of this Code.
2.2 Electoral Process in the Grand Lodge starts as soon as Lodge initiatives are filed and ends with the installation of officers.
2.3 The venue for an electioneering charge is the Electoral Tribunal created by the Election Board.

Section 2. Acts Considered as Forms of Electioneering. For purposes of this Code, the following acts shall be considered electioneering

3.1 Direct or indirect endorsements with the use of verbal, electronic, audio-visual, text messaging or multi-media; giving away of flyers, business cards, Masonic pins, decals, emblems, stickers or souvenir items; distribution of other printed materials or advertisements in any form; use of promotional advertising and marketing collaterals whether or not the elective position or the name of the nominee or candidate is specified or whether endorsements, personal information or words to solicit votes are present or not but allude to the intent of soliciting votes by association, timing or opportunity to establish name recall.
3.2 Direct or indirect bribe by the party concerned or through an intermediary, whether monetary or in the form of gifts, pledges of material or non-material assistance, actual beneficiaries notwithstanding.
3.3 Solicitation for one’s own benefit, a recommendation or nomination to any elective position.
3.4 Politicking or the act of campaigning or solicitation of votes, support or endorsement by or for a nominee or candidate during the electoral process.
3.5 Influence Peddling or the act of allowing whether directly or indirectly, the use of one’s person, position, authority or influence to lead, promote, abet, facilitate or condone any act of electioneering; whether committed with or without the acceptance or promise, direct or implied, of any material benefit or personal advantage.

Section 3. Collateral Acts that may be Considered as Electioneering. During the electoral period as defined in Section 2.2 of this Article, the following acts whether done directly or indirectly by a nominee or candidate, upon appreciation of depositions, testimonies and/or evidentiary documents may be classified under acts specified in Section 3 of this Article.

4.1 Payment by a nominee or candidate, of the dues, fees and/or other assessments due from a Subordinate Lodge or its members, out of his own funds or through an intermediary for the purpose of election accreditation or when such act shall tend to influence the vote of the Lodge or any of its voting delegates
4.2 Sponsoring the travel, accommodation, entertainment, food or refreshment expenses of a Subordinate Lodge or its members to the Annual General Assembly; volunteering vehicles to ferry delegates for which act or acts a nominee or candidate may be identified
4.3 Sponsoring socials, entertainment, fellowships or other events for which act a nominee or candidate may be identified
4.4 Donating or sponsoring food, refreshment, gifts, prizes, equipment or facility during any meeting, social gathering or fellowship for which act a nominee or candidate may be identified
4.5 Donation whether financial or material, contributing to any Lodge, District/ Region fund raising, for which act a nominee or candidate may be identified

Section 4. Filing of Complaints. Complaints relative to the violation of the Election Code may be filed by any brother of good standing from a Subordinate Lodge in this jurisdiction. A complaint shall contain the alleged violation or violations, stating the circumstances thereat and shall include evidentiary documents and/or corroborating statements or information from witnesses, all done under oath and properly notarized. It shall be filed with the Election Board, addressed to the Electoral Tribunal. The Election Board shall issue a dated receipt and transmit the complaint to the Electoral Tribunal, copy furnished the Grand Secretary and the Judicial Council.

Section 5. Prescription Period. Election related complaints may be filed upon the creation of the Electoral Tribunal and until the day of the scheduled convening of the Council of Elders. The Election Board shall announce the start date and deadline for filing complaints.

Section 6. Disposition of Complaints during the Annual General Assembly. The Electoral Tribunal shall continue to give due course to formal complaints, provided these are filed within the prescribed period and in the opinion of its members, are adequate and meritorious; but in no case shall such complaint be left pending without notations, remarks or recommendation before the convening of the Council of Elders. If a valid complaint can not be promptly and judiciously investigated or prosecuted in time before the Council of Elders convene, the Tribunal shall indicate so in its remarks, note the time and date and remand it to the complainant for filing to the Judicial Council, through the Election Board, for consideration as post election complaint.

Section 7. Post Election Complaints. Complaints appertaining to alleged violation of this Code or to improper acts committed during the Election, and those remanded to the complainant by the Electoral Tribunal for lack of time, may be given due course if filed with the Judicial Council within seven (7) days after the Annual Grand Assembly.

ARTICLE XII
EFFECTIVITY

This Code shall take effect upon approval.

ARTICLE XIII
AMENDMENTS

Section 1. Proposals from Subordinate Lodges. Subordinate Lodges under the IGLPI jurisdiction may propose any amendment to this Code or any portion thereof, in the form of resolution properly endorsed by their respective District or Regional Councils. For expediency, and where practicable, the District or Regional Councils may consolidate such resolutions before submission to the Legislative Council. Submission shall be made not later than the last working day of September.

Section 2. Role of the Legislative Council. The Legislative Council shall evaluate all amendment proposals, including those that may have been proposed by the EXECOM or any of the Grand Lodge Councils. It shall revise, modify, refine, accept or reject any or all parts thereof and prepare a consolidated report for inclusion in the legislative agenda for presentation, deliberation and approval during the plenary session of the Annual General Assembly of the Grand Lodge.

Section 3. Approval. A vote of two-thirds of the members present in a quorum shall be required to pass an amendment.