Joshua Katz

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.)

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.

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.

Nothing in RONR speaks to this question. If there is an applicable open meeting law, it may have something to say. (Or not; they often only deal with actions by a quorum of the board.) If the organization is incorporated, other laws may apply.

RONR has nothing to say about it, since this is a matter of your own rules. I'll just say that I have no idea where these positions come from. That doesn't mean there isn't a source, just that I don't see it. It may result, for instance, from the interaction of different parts of your bylaws.

Well, as an example, in many organizations the president is elected by the body, and by virtue of being president is on the board. So the president is an ex officio member of the board. In other instances, directors are elected, and then the board selects its president from among its members.

Okay, so the three comes from there being 4 members present. Thanks for clarifying. This is still a misunderstanding, though.

It passes, because 3 is greater than 2, making it a majority. I guess this means that this vote should be recorded as 4-2, although I have no idea what is accomplished by this. This would be the case without this bylaw, too. In short, the bylaw you cite only operates if there is a majority to attach it to. And all it does is widen that majority.

I haven't either, but we were told:

Well, then two things. First, it sounds like this is a special meeting of the membership. Second, the president had no power to call it. Absent anything funny in the bylaws, the rule is simple. Members of the body that is meeting have the right to participate fully in the proceedings. But that is only true when there's a meeting. From what you've told us, the president had no business calling a meeting at all.

You are under an incorrect impression. A majority vote means more voting yes than no. That is the case when the vote is 2-1. (Not 2-1-1; abstentions are not votes.) Also, the definition of majority is not half plus 1, it is just more than half. I don't see anything in the facts as laid out that tells me why you think 3 votes are needed. What is 3 a majority of?

Well you won't find that specifically because a Zoom meeting would need to be permitted in your own rules, which would presumably give the details. RONR does not, itself, permit electronic meetings. That said, what is this to be a special meeting of? I'm guessing the membership. If so, then members have a right to speak, not to be pre-screened in what they say. Also, do your rules permit special meetings to be held when a request is granted by the president? In other words, does this whole process slot somewhere into your rules?

What vote, at what special meeting, and who possibly lost it?

Anyone can be asked anything. The question is whether you can be forced to leave. The answer is no.

Nevermind.