Gary Novosielski

The chair normally does not preside in Committee of the Whole. See 52:7.

The announcement of the chair stands, if no Point of Order was raised at the time. So the proper course of action is to make the motion again at the next meeting and pay attention to the voting process.

Maybe not.

Sure. You might not get an answer, but that doesn't mean asking was wrong.

No, that's ridiculous.

I agree with the previous answers. Based on your description, this Executive Committee is in the nature of a board, and would be governed by the rules in RONR applicable to boards, notwithstanding its somewhat misleading name.

It may be cold comfort, but your organization is not alone in having less than optimal bylaws. You might want to become a member here, to get rid of the "Guest" label, and more readily follow the train of conversations. You won't get spammified as a result. Good luck, and stop back whenever.

Any time. On my own behalf and that of my colleagues, I apologize if we got a little silly there toward the and, but I wish you luck.

I am not a lawyer, and this is not legal advice: 1. If your paraphrase is correct, the state intends to limit the reasons why the board may go into executive session to those specific items listed. This is not unusual. Sometimes the statute will state that the motion to go into executive session must include the reason(s) from that list, which would be recorded in the non-secret minutes. In any case, no discussion apart from those items would be in order during that executive session. This is a departure from the rules in RONR, which allow any assembly to go into executive session at any time for any reason. But your state regulations supersede those rules. 2. The argument could be made that discussion of legal matters which potentially might need the advice of counsel, yet are not covered by 2, 3, or 4, should be allowed, but that does not appear to be on the list, so I won't be the one making that argument. In my home state, the equivalent regulations do mention matters that are or may become the subject of litigation, but you'll have to consult your local legal eagles to see if that's either in the law, or has been adjudicated, in your state.

Yes you can.

On close reading it says the officers are selected from among the board members, but once selected they are said to serve until their successors are elected. So I think the outgoing president would still preside.

Or perhaps "only if he believes the motion is out of order and can coherently state the reasons for that belief."

There's a president-elect? Okay. That does not seem to change the nature of what is meant by Board approval. Except in this case there is no mention of board approval for the chairs appointed by the president-elect, so I presume those choices are final? From the few samples you've shared, it appears the bylaws could be written more clearly.

There is no rule in RONR that a presiding officer must be a member of the body. If they are presiding over the election, it's clear that their successor has not yet been elected, much less "installed" whatever that means. So although their board term may be over, their term as president is not. If they choose not to preside, a president pro-tem may be elected to preside over the election of a new president, who would presumably then assume the chair and preside for the rest of the meeting.

Okay as far as "forming" committees goes. You then say that the president will appoint committee chairs. Should I assume there is a similar rule saying that? And what about the members of these committees? Who appoints them, and does that also require board approval? Filling in the gaps with some wild assumptions, it looks like the president nominates chairs and the board confirms them. If some board members do not like the nominees proposed by the president, it seems fairly obvious the option left to them is to vote No on those names. If the board does not (by majority vote) approve the nominee, then that person does not become chair, and the president can nominate someone else.

...or if moved by a non-member! Or if it interrupted a speaker who had the floor (heaven forbid).

If it is desired to preclude the possibility of a continuing breach, a Point of Order may be raised immediately to force an interpretation of the bylaws. Since the point of order was timely, the question of timeliness raised in 23:6 no longer applies. If the bylaws are interpreted in a timely manner to mean that no trial is required, that's the end of it. But further, removal from office violates no protection of absentees, privacy of votes, or basic rights of membership, as referenced in 23:6e. The "right" to hold office as a basic right of membership does not exist.

I agree that if the bylaws said "or until" then removal is easy. And if they say "and until" then a trial is required. But this general rule applies only if that is all the bylaws have to say on the matter. If they also contain a specific provision that an officer can be removed by the board, by a two-thirds vote, then all that is necessary is a two-thirds vote, as a result of an ordinary main motion to remove the officer. The specific overrides the general. That's my story and I'm stickin' to it. 😶

I concede your point. But it fails to reach what is, in my view, the central question, viz., how many angels can dance on the head of a pin? 😇

The action is removal. What is not specified is the method to cause that action to be carried out. "A motion is a formal proposal by a member, in a meeting, that the assembly take certain action." [3:22] "The basic form of motion—the only one whose introduction brings business before the assembly—is a main motion." [3:23] The language may not say "by motion" but neither does it say "pursuant to a trial". I maintain that, absent some provision to the contrary, the authority to remove an officer "by two-thirds vote" means that a motion to take such an action is in order.

My colleague is assuming that when the motion is made during that regular or properly called meeting, that a quorum is present. I can imagine a situation where it would be proper for the chair to note an absence of a quorum and therefore rule that the motion is not in order. 😁

In my view: The specific rule for removal takes priority over the general rule on interpreting the and/or language. The method needed to reach a vote on a given action is a motion to do that thing. That is essentially the definition of a motion.

If the bylaws are completely silent, even to the point of including no language at all that can be interpreted in the way that @Josh Martin suggests, which is unlikely, then the answer is that the body that initially elected the VP is the body that can elect a replacement. In other words, a special election with prior notice would be sufficient to fill the vacancy.

No. Such a motion seems perfectly valid, presuming that the all the steps for duly amending the bylaws are followed. The two-thirds vote is typical, but also check for other requirements such as prior notice, and presuming that the "larger council" actually has the power to amend the bylaws. Often, this power is reserved to the full membership of the organization, rather than a smaller subset. I don't know where "larger council" fits in this structure.

Since votes occur as the result of motions being made, this argument is ridiculous. Whether or not the words "by motion" are included, a motion will be required "to remove <name> from office for cause." Whether the cause is sufficient for removal will likely be the primary topic of debate on the motion before the vote is taken. As is no requirement here to use the hearing procedure in RONR, that procedure is not necessary. Another reason it is ridiculous is that, if true, it would mean that this language in the bylaws has no meaning at all. One of the basic principles of interpretation of bylaws is that if something was included, it was done for a reason. To assert that this language was included in the bylaws for no purpose other than wasting ink, is absurd. A third reason it is ridiculous is that RONR specifies that none of its rules can be interpreted to overrule anything in the bylaws. Where the bylaws and RONR conflict, RONR always yields to the bylaws. Period.