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Yes, she was elected chair. She was never elected past chair. I understand your logic, but I don't think it holds up since all positions have terms. In any case, since I made this post, I contacted the parliamentarian. The officer who told me that the IPP was still on the board is the one who told me what the parliamentarian said. His response to me was, "The officer is a delightful person, but in this case, she is wrong." So, the person who told me lied. Something is wrong in Denmark, as the saying goes.

Perhaps, but it is undeniable that the opportunity exists exactly to the extent that it would if the participants were in a single room—because they are.

We do not need a bylaw to say so. But we have one. I understand that when something is included in the bylaws there is an assumption that it was placed there for a reason. However, it is my view that in this particular case there is insufficient evidence to support the validity of that assumption. This entire rule seems to be nothing but a restatement of rules in RONR that were stated (better) in the original. This happens with sufficient frequency that the purposefulness assumption is not one that can be unquestionably relied upon.

Were the vendor the board member's spouse, it becomes more apparent how silly this is.

Because I would interpet it in such a way as to not make it superfluous, whereas the interpretation that it means the same thing as RONR says about abstaining makes it surplusage. (Side note: This doesn't say the board member is deemed to acquiesce. It says his decision so abstain is deemed to acquiesce.)

No, not if the recommendation came from a committee of more than one person. Pursuant to RONR, recommendations from committees of more than one person which are made by the chairman or the member presenting the report do not require a second.

So if the bylaw language is just surplusage and changes nothing, why would you count an abstention as a no vote?

I agree with Mr. Martin that the nominating committee technically can be selected at any time and the date or timing is usually determined by the organization’s bylaws or custom. However, it has been my experience that the vast majority of groups that I work with select their nominating committees later in the year, not at the same time that the officers are elected or take office. Perhaps Mr. Martin‘s experience is different. I thought my original answer made that point, but perhaps it wasn’t as clear as I thought.

A person has acquiesced in allowing the majority to decide whenever they abstain. On that, we agree. So why do I need a bylaw to say so? I don't. The bylaw, so read, changes nothing from how it would work absent the bylaw. So it's surplusage. At least, that's my argument.

It means: that you have agreed to go along with whatever the majority wants. You have acquiesced. You have not affirmatively voted either yes or no. You have simply not participated. You have acquiesced. There are times, such as when a vote is based on the number of members present rather than the number of members voting, that an abstention might have the EFFECT of a no vote, but it is most definitely not a vote at all and should not be counted as such.

If you interpret the bylaws as requiring a vote of two-thirds of the members, as I did in my response, it becomes clear why a quorum of two-thirds of the members is required, but I appear to be in the minority as to the proper interpretation of the bylaws in this respect.

Greetings: I have no problem with any of the expert analysis. What bothers me, and perhaps I am overthinking this issue, is the expression "...when a quorum of two-thirds (⅔) is present." Without this expression it appears that the opponents of the impeachment will need to be present as many as possible and make the most vigorous defense of the defendant as possible. But with this expression, they may discover that by staying absent from the proceedings the two-thirds vote becomes irrelevant because they can cause the two-third attendance to not take place. And the absent members that favor the impeachment are kicking themselves for having other business on that day because they would have made the quorum the required two-thirds. Have I missed something?

Well, I'm by far outnumbered on this, but I wonder - under the interpretation everyone but me advances, what does the "acquiesce" language do? If it does nothing, it seems to me, it is preferable to interpret it in a way that it is not surplusage.

If a committee makes a report and moves the adoption of the committee report, does it require a seconding motion to proceed?

Well, as to the "swearing in" itself, you will have to look to your own rules and customs on that question. RONR does not require anyone to be "sworn in," and any such "swearing in" is purely ceremonial. "An officer-elect takes possession of his office immediately upon his election's becoming final, unless the bylaws or other rules specify a later time (see 56:27). If a formal installation ceremony is prescribed, failure to hold it does not affect the time at which the new officers assume office." RONR (12th ed.) 46:47 But I think what you may be asking is "Do the newly elected members of the nominating committee take office at the same time as the newly elected officers?" Generally, provided that the officers and the members of the nominating committee are elected at the same time, then I would say "Yes." Ultimately, however, I think you will need to look to your own bylaws to answer this question. I'm not entirely certain on this. I think the time at which the Nominating Committee is appointed or elected will vary from society to society. In some organizations, the Nominating Committee is elected at the same time as officers. This may be done if, for example, the membership only meets annually, and the organization prefers to have this committee elected by the membership rather than delegating this authority to the board.

No. A resignation may be submitted in writing, or the resignation may be submitted orally at a meeting. Yes. (I am assuming the board is the body with the power to fill the resulting vacancy.) The member may unilaterally withdraw (not "rescind") the resignation until the the chair states the question on accepting the resignation. After the chair has stated the question on the resignation, but before the vote has been taken, the member may withdraw the resignation only with the consent of the board.

RONR does not require that attendance be taken at all. Could you clarify the reason behind your question? Is this simply about recording which members are (and are not) present? Or is your concern related to something else, such as the presence of a quorum?

Well, you don't elect an IPP, at least not directly. But a person becomes IPP by virtue of the fact that they used to be the President, and the IPP would have been elected to that office. So I don't know that the existence of the IPP on your board is in conflict with the advice you received from the state "that no person can be a member of the County Executive Committee unless he or she was elected at the annual convention in an odd-numbered year or at an Executive Committee meeting." The IPP was elected "at the annual convention in an odd-numbered year or at an Executive Committee meeting." They were just elected some time ago, and were elected to the position of President, and now serves by virtue of the position to which they had previously been elected. So I actually think the opinion provided by your state's parliamentarian makes sense to me, and in any event, the state's parliamentarian is probably the person best suited to interpret the opinion provided by the state. I would advise your organization nonetheless jettison the IPP as soon as possible, because it is a bad idea to have the IPP on the Executive Committee or the Executive Board. But unfortunately, I don't think the state has booted your IPP off the board. Yes, that is a correct understanding. I am in agreement that these positions can no longer automatically serve on your Executive Committee, under the opinion provided to you by the state. But suppose, for example, you had other positions which are not elected directly to the board, but are still elected by the convention or by the Executive Committee. Suppose, for example, certain committees are elected at the convention, and your bylaws provide that members of those committees serve ex officio on the Executive Committee. I don't see anything wrong with that. For that matter, if your convention directly elects named officers (Chair, Vice Chair, Treasurer, Secretary) and those officers automatically serve on the board, those persons are in effect ex officio members of the board, although people often don't think of them that way. So I don't think it's correct to say that the state's opinion removed ex officio members altogether. It is correct, however, that ex officio members who are not elected at the convention or an Executive Committee meeting are removed.

It seems to me you have provided the answer to your own question.

Do these members constitute "at least one quarter of the Church Council, or by members numbering at least 15% of the quorum of the last membership meeting"? Well, this is clearly wrong. The rule in question quite clearly states "a special membership meeting may be called by the Chairman, by at least one quarter of the Church Council, or by members numbering at least 15% of the quorum of the last membership meeting" (emphasis added). Again, this does not appear to be what the rule says. It appears to me that the members can indeed determine the date and time of the meeting. Now, what they're suggesting is not unusual, and in fact, what they're describing is the more common way things like this work. Often, the bylaws will say something like: "Special meetings may be called by the President or by the Executive Board and shall be called upon the written request of ten members of the Society." The rule above does not permit ten members, on their own, to call a meeting. Only the President or the Executive Board may do so. However, it provides that the President or the Executive Board must call a special meeting if they receive a request to do so from ten members. So in that circumstance, it would indeed be the President or Executive Board that would make that determination. Your rules, however, provide "a special membership meeting may be called by the Chairman, by at least one quarter of the Church Council, or by members numbering at least 15% of the quorum of the last membership meeting". With the way the rule is written, it appears any of these groups may call the meeting itself. Now, quite frankly, I'm not actually sure it's a good idea to let random members decide the time and date for the meeting. It may well be more prudent for the bylaws to instead provide that the meeting will be called by the Church Council upon request of the members, and for the council to then call the meeting. Nonetheless, the organization is obliged to follow its bylaws as they are currently written, unless and until they are amended. Well, Robert's Rules doesn't really enter into it. Neither of these questions are about Robert's Rules - they're about the meaning of your bylaws. But in my opinion, no, neither of these positions are correct. Ultimately, however, it is up to your organization to interpret its own bylaws. In an organization that has adopted RONR as its parliamentary authority, it is my view that the call of a special meeting must include the matters to be considered at that meeting, unless the bylaws specifically provide that this is not the case. If the bylaws are simply silent on this matter, I believe the rule in RONR is still applicable. While it is certainly correct that "In the event of a conflict, your bylaws control," I do not view this as a conflict.

No. Unless you have a rule to the contrary, motions must be made at and during meetings. Prior to the meeting, a member can announce his intent to make a motion at the meeting, but the motion itself must be made at the meeting.

"Although it is the duty of every member who has an opinion on a question to express it by his vote, he can abstain, since he cannot be compelled to vote." RONR (12th ed.) 45:3

All members of the board retain all of their rights to vote unless and until those rights are removed through disciplinary proceedings or through operation of a provision in the bylaws. The fact that a charge has been brought against the member, in and of itself, does not deprive the board member of their rights in connection with this matter unless your bylaws so provide. So generally, yes, the member would be "involved in the conversation and approval for a formal review of the charges brought against them." I would suggest that the member should not vote on this matter, however, he ultimately has the right to do so unless your bylaws provide otherwise. "No member should vote on a question in which he has a direct personal or pecuniary interest not common to other members of the organization. For example, if a motion proposes that the organization enter into a contract with a commercial firm of which a member of the organization is an officer and from which contract he would derive personal pecuniary profit, the member should abstain from voting on the motion. However, no member can be compelled to refrain from voting in such circumstances." RONR (12th ed.) 45:4

The motion passes by a vote of 3-2. I would also probably suggest the board strike the rule in question from its bylaws, since I don't think it changes anything or adds anything meaningful. All it seems to accomplish is to cause confusion. "Do abstention votes count? The phrase “abstention votes” is an oxymoron, an abstention being a refusal to vote. To abstain means to refrain from voting, and, as a consequence, there can be no such thing as an “abstention vote.” In the usual situation, where the rules require either a “majority vote” or a “two-thirds vote,” abstentions have absolutely no effect on the outcome of the vote since what is required is either a majority or two thirds of the votes cast. On the other hand, if the rules explicitly require a majority or two thirds of the members present, or a majority or two thirds of the entire membership, an abstention will have the same effect as a “no” vote. Even in such a case, however, an abstention is not a vote and is not counted as a vote. [RONR (12th ed.) 44:1, 44:3, 44:9(a); see also p. 66 of RONR In Brief.]" FAQ #6, emphasis added I don't agree with this. As I understand it, this statement (albeit poorly worded) is simply noting that a member who abstains is, essentially, letting the other members decide the issue. I do not believe the statement has the intent or effect of providing that an abstention should be counted or recorded as a vote. My personal view is that the bylaws provision in question doesn't mean much of anything, and simply (poorly) reiterates existing principles. No, this changes nothing. For starters, this rule only relates to adopting, amending, or repealing rules of order, and it's not clear that's the type of motion the board was voting on. But even assuming this rule was applicable, it still changes nothing, because the number of members present and voting in the original scenario is five, and three is a majority of five. An abstention is not a vote, so the member who abstained is not voting.

I agree that based on additional facts these meetings might indeed be regular meetings rather than special meetings. As such, the date, time and location must be provided in the meeting notice, but not necessarily the purpose of the meeting or the items of business to be taken up.