Josh Martin

I think you overestimate how much people value the opinion of parliamentarians, but if you think it would help, I am a Professional Registered Parliamentarian, and I am happy to sign on to all of the stuff I wrote in this thread. As J.J. notes, there's also a referral service.

The board members are free to accept their own resignations on their way out the door, and indeed they should do so. The resignations are not effective until they are accepted, so the board is free to accept them as their last act. (Although the ship has likely sailed on what "should" happen if the entire board of directors intends to resign.) If the board fails to accept their resignations, then the resignations are not yet effective, and you actually do have plenty of board members left, who could meet one last time for the purpose of accepting their resignations. So there's not really a problem unless the board members insist on being jerks about this and refuse to accept their resignations, so that they're still technically board members, but they just refuse to do any work. It might also be nice for the board to call a special meeting of the membership before accepting their resignations. Because it seems to me that the step of calling the membership meeting is the real problem here, not accepting the resignations. You're going to need a special meeting of the membership either way. If the board members all choose to resign and also refuse to accept their own resignations, then yes, I suppose this is the only parliamentary recourse. (Ultimately, I imagine a special membership meeting is going to be inevitable in this situation anyway, since there's simply no other way to fill the vacancies if there is no board. Potentially, if the board is courteous in this matter, the step of accepting the resignations, and possibly also the petition, might be able to be skipped.) It may well be there is also recourse in the courts, but that is a question for an attorney. Are they poorly crafted, at least in this particular instance? Most organizations do not contemplate the possibility that the entire board will resign en masse and do not draft rules for that specific situation.

The reconsideration may only be called on the next succeeding day on which a business meeting is held. If, for example, a convention is scheduled to meet Thursday through Sunday, but there are no business meetings scheduled for Saturday, then if a motion was made on Friday, it could be reconsidered on Sunday. If business meetings were scheduled for each day, a motion made on Friday could only be reconsidered on Saturday. This time limit cannot be extended, because it refers to "the next succeeding day within the same session on which a business meeting is held." Suppose that a motion is made on Saturday. On Sunday, reconsideration could be moved. If the assembly proceeds on Sunday to establish an adjourned meeting for Monday, this will not permit a motion made on Saturday to be reconsidered on Monday, because Monday is not "the next succeeding day." The assembly can extend the session, but it can't extend the day.

I quite frankly have no idea. The proposed rules as written are not suitable for use as a parliamentary authority in and of themselves, and I have no idea what would happen if an assembly unwisely attempted to use these rules in their totality without any support from a parliamentary authority or the common parliamentary law.

I do not see anything as a parliamentary matter which prevents the board from adopting any of the proposed rules (although many of them appear unnecessary, as many of these rules are already provided for in RONR). The board is free to adopt its own rules which supersede RONR, so long as the rules do not conflict with applicable law. Additionally, a small board is free to choose to use the small board rules in whole, in part, or not at all. More detailed comments on the rules follow. The board is free to adopt this rule, and I find nothing objectionable about it. RONR does require that the chair ascertain the presence of a quorum before any business is conducted. RONR does not strictly require a roll call, but this is certainly one method of ascertaining the presence of a quorum, and I find it to be a common one in public bodies. The one quibble I have is that I would strike the word "vote" from this rule for clarity, since a roll call at the start of a meeting, to determine who is present, is not a vote. This rule appears unnecessary, as RONR already provides for this. The first two sentences of this rule are unnecessary, as RONR already provides for this. The board is free to adopt the last sentence of this rule if it wishes. Under RONR, the board would elect a Chair Pro Tempore rather than the position being automatically being assumed by the member with the most seniority. I am not fully clear on what this vague statement is intended to mean, but I am generally inclined to think that this rule is unnecessary and that RONR already provides for this. This rule is unnecessary, as RONR already provides for this. This rule is unnecessary, as RONR already provides for this. (I might slightly quibble with the statement "full discussion of every motion being the objective", but as this appears to be more of an aspirational statement than a rule, I do not find it particularly objectionable.) This rule is unnecessary, as RONR already provides for this. The board is free to adopt this rule if it wishes, which means the board will, in this regard, be following the rules for larger assemblies. The board is free to adopt this rule if it wishes, but I would not advise it, as it appears to prevent two of the methods of amendment permitted under RONR - adding a paragraph and striking out a paragraph. I doubt this was intentional. The forms of amendment which are permissible are already covered in RONR (12th ed.) 12:8. This rule is unnecessary, as RONR already provides for this. (I suppose strictly speaking, members do not have a right to have the question restated before the vote is taken. Members have a right for the question to be stated at least once before the vote is taken. But requests for a motion to be restated are routinely granted as a matter of courtesy.) With respect to the first sentence of this rule, the board is free to adopt this rule if it wishes, and I generally do not find it objectionable, although I would strike the word "voice" for clarity. The board may wish to water this down slightly from all votes on motions in the interests of time, but that's up to the board. With respect to the second sentence, the board may adopt this rule if it wishes, but I would not advise it. To the extent this is intended simply as a "default," RONR already provides for this. But as written, it would appear to suggest a majority is sufficient to decide all motions, even those motions which would otherwise require a 2/3 vote for adoption. This is all unnecessary, as RONR already provides for this. See RONR (12th ed.) 47:7. Generally, this is unnecessary as RONR already provides for this. There are a few aspects in which this deviates from RONR. The board is free to adopt such rules if it wishes. I do not advise permitting a majority to end debate. I leave the other two issues up to the board. Under the rules in RONR for small boards, seconds are not required. Under the rules in RONR, a 2/3 vote is required to end debate. Under the rules in RONR, the proper manner for the chair to call for a roll call vote would be "The Secretary [or “the Clerk”] will call the roll," although I do not find it particularly objectionable to use the less formal "Roll call vote, please" if the board prefers. The first bullet point is already provided for in RONR. The second bullet point differs from RONR, in that RONR permits members to speak twice under the ordinary rules and an unlimited number of times under the small board rules. The board may, however, adopt this rule if it wishes. The third bullet point differs from RONR, in that RONR permits ten minutes per speech. The board may, however, adopt this rule if it wishes. I am not familiar with the term "cross debate." The last bullet point differs from RONR, in that RONR permits a 2/3 vote to end debate. The board may adopt this rule if it wishes, but I do not advise it. I can't speak to whether the proposed rules place the board in legal jeopardy or conflict with applicable law. That is a question for an attorney. As a parliamentary matter, there is nothing preventing the board from adopting the proposed rules. It wasn't entirely clear to me whether the rule was intended to permit the Superintendent and Treasurer to make motions or if it referred to a member making a motion to implement the recommendations of those officers. If it was the intent to permit non-members to make motions, this is permissible (albeit unusual) from a parliamentary perspective. I can't speak to any legal concerns. I do not agree that the proposed rules as written prevent an appeal. These rules are supplemental to RONR, not a replacement for them, and therefore supersede RONR only in areas where they conflict. There is no reference to appeals, so my assumption would be that the rules in RONR pertaining to appeals are still applicable. I would also clarify that while the President does make a ruling in the first instance as to whether a motion is in order, the chair's opinion in that regard is based on the chair's interpretation of the rules, not the chair's personal opinion. In any event, the chair's ruling may be appealed from, and overturned by majority vote. This is a very broad question, but I understand it in this context to mean "How can I stop the board from adopting these rules?" As a parliamentary matter, you can speak in debate against the proposed rules and vote against them. I can't speak to what legal recourse might be available - that is a question for an attorney. In my view, the proposed rules as written do not prohibit an appeal. Certainly an organization could adopt rules prohibiting an appeal if it wishes, although I would not advise it. I want to be clear - if the board wishes to adopt rules requiring a second for motions, it is entirely free to do so. While the small board rules are well-suited for many small boards, a particular board is free to choose to use the rules ordinarily reserved for larger assemblies, in whole or in part. I take no position on that issue and leave that question to the judgment of the board. There's actually other aspects of the proposed rules that I find more problematic, as I have indicated above. I would actually suggest the board simply adopt the following rules to start with, as I think this tackles most of what they want, and then refine further from there if needed. (Assuming, of course, that the board believes the following rules are in the board's interests.) A rule requiring seconds. A rule limiting the number of speeches in debate. A rule limiting the length of speeches in debate.

Yes, of course the required vote for adoption for each proposed amendment would be 2/3, and I did not intend to suggest otherwise. You still vote "yes" or "no" on each amendment - it's just that you'll need at least 2/3 of the votes to be "yes" for an amendment to be adopted. My intent with the "yes/no" language was to clarify that each amendment is voted on as an independent motion, with a vote taken individually on each amendment, as opposed to voting on all of the options simultaneously and members voting for the option of their choice. I apologize for the lack of clarity.

I think something like this is a good response, and I think encapsulates the general approach you want to take - be understanding, but firm. Also, inform members of their options. "The chair acknowledges that, historically, the board has failed to follow this portion of the bylaws. Notwithstanding this, the bylaws are binding upon the organization, no matter how long they have been inadvertently neglected. The chair fully appreciates that members have become used to doing things a certain way, however, the chair is obliged to enforce the bylaws as they are written. If members wish to amend the bylaws so that they comply with the board's past practices in this matter, so that the organization may continue to follow the past practice, the chair is happy to assist members in drafting language for such rules, or to assist in crafting a motion to appoint a committee to review these matters. The chair further notes that the assembly is the ultimate judge in interpreting its bylaws, and the chair's rulings on such matters are subject to appeal, but the chair reminds members that the question before the assembly in such cases is what members believe is the honest and correct interpretation of the bylaws, and the fact that "we have always done it this way" yields to the written rule in the bylaws." If needed, helpful citations for backup would be RONR (12th ed.) 2:25, 25:7. I think reminding members of the option to amend the rules is a very important aspect of reminding the members that these are their rules. Quite often, the chair and/or parliamentarian are blamed as if they are making up rules for the society to follow. But in fact, the chair and parliamentarian are simply servants of the assembly in this regard, and are enforcing the rules the organization has adopted. If the organization doesn't like its rules, the organization is free to change them. This is one of the most widespread and enduring misconceptions in many societies (it's #2 in the FAQ for a reason). I imagine this got into people's heads because many societies do provide for "ex-officio non-voting members," and this practice became widespread enough that people incorrectly assumed that all ex-officio members are non-voting. As I'm sure you know, however, an "ex-officio" member actually has all rights of membership, including the right to vote, unless the bylaws provide otherwise, and (except in a few rare cases) counts toward the quorum. See FAQ #2 for more information. Based upon the facts presented, it would appear to me that there is no requirement that the board must approve the amendments. Certainly, the board may take a position on the amendment if it wishes to do so, but as I read the rule, the amendments are presented to the membership whether the board supports the amendment or not. No. The board may take a position on these amendments if it wishes, but there is no requirement that the board do so. As I understand the rule in question, the board is required to be notified of amendments, presumably so that the board may facilitate presenting the amendments to the membership, and so that the board may discuss the amendments and take a position if the board wishes. I would interpret the bylaws as they are written as including no requirement that the board must approve an amendment in order for it to be considered by the membership, or even that the amendment must be considered by the board at all. If a member disagrees with your interpretation on this, instead of just arguing with you fruitlessly, a board member should move to Appeal from the decision of the chair, so that the board may reach an interpretation on this matter. (Ultimately, however, it is the membership which will have the final say on this question.) First, do your bylaws actually say that "The only business which may be conducted in the absence of a quorum is adjournment"? If so, I advise removing that provision. RONR permits a somewhat broader category of procedural motions in the absence of a quorum. I don't think limiting the assembly to only adjournment is advisable. "Even in the absence of a quorum, the assembly may fix the time to which to adjourn (22), adjourn (21), recess (20), or take measures to obtain a quorum. Subsidiary and incidental motions, questions of privilege, motions to Raise a Question of Privilege or Call for the Orders of the Day, and other motions may also be considered if they are related to these motions or to the conduct of the meeting while it remains without a quorum." RONR (12th ed.) 40:7 In any event, I'm a bit confused. You say that "in the bylaws as they read today, There are 8 executive board members (Although we have been operating with 9)" Are you saying your board currently has more board members than are permitted by the bylaws? If so, that will need to be rectified as soon as possible. But it would appear that, at the present time, the board has ten board members, including the ex officio member. "50% plus 1" of this is six members. (I'd also advise replacing "50% plus 1" with "majority." It doesn't make a difference with an even number, but it does make a difference with an odd number.) In the long run, I would advise removing the bylaw provision that makes the employee an ex-officio member, and instead inviting the employee to attend and participate as needed. But the board is obliged to follow the bylaws as they currently exist, unless and until they are changed. I think there's also an interesting question of the meaning of the phrase "full Executive Board" and what exactly that means - if there are resignations, is it 50% plus one of the current number of members of the board, or the total possible number of members? But since the board is currently "full" (or even more than full), it doesn't seem to make a difference in the present situation. Thank you. It would appear that your bylaws (which take precedence over RONR) provide that a resignation is effective immediately upon giving written notice, unless the notice specifies a later time for the effectiveness of the resignation. As I understand it, this resignation provides that it is not effective "until close of the fiscal year in June."

But I don't think anything Mr. Savory has said conflicts with this. Mr. Savory notes that 1.) the parliamentarian serves at the pleasure of the President (since the primary role of the parliamentarian is to advise the presiding officer and, therefore, the presiding officer should be able to appoint someone they trust), and 2.) the parliamentarian, in order to maintain the appearance of impartiality, does not make motions, vote, or speak in debate. Mr. Savory correctly notes that the parliamentarian serves as a "consultant," but does not describe the specific duties of a parliamentarian. I have no disagreement that all of the duties you describe are appropriate (and admirable) tasks for the parliamentarian to undertake, and I doubt Mr. Savory has any disagreement on this point either. The role of the parliamentarian is discussed in more detail in RONR (12th ed.) 47:46-56.

It's not entirely clear to me that this was to fill a vacancy in the office of Vice-President. Even to the extent that it was, while I concur that in such cases a motion may be made to appoint a particular person (provided the bylaws do not require an election to fill the vacancy), I would be concerned for the President to be the one making these suggestions. RONR does not advise nominations by the chair as a method for an organized society to elect officers, and RONR strongly advises that the President should not be a member of the nominating committee (let alone the sole member).

I have no idea, since RONR does not provide for "alternates" for committees. It will be up to your organization to interpret its own rules on these matters. To the extent it is of assistance, RONR does discuss "alternates" in the context of a convention of delegates. In that context, the role of alternates is to fill in for absent delegates. Alternates in a convention are discussed further in RONR (12th ed.) 58:13-17. We also can't necessarily assume that the role of "alternates" in the organization is to sit as a full member while replacing an absent member. That is (more or less) how alternates in a convention work, but RONR does not discuss "alternates" for a committee. Certainly, that is one possible arrangement, and I have seen that in some organizations. Another arrangement I have seen in some organizations is that an alternate is on standby to automatically fill a vacancy, if a vacancy arises. However, the alternate does not have the power to fill in for an absent member. Conceivably, there may be yet other arrangements for alternates.

I might first suggest looking to the person nominated for the office of Vice President and see if they are willing to serve as President. The primary duty of the Vice President (and indeed, in many organizations, the only duty of the Vice President) is to fulfill the duties of President in the president's absence (at least within the context of meetings), and to become President in the event of a vacancy in that office. So someone who is willing to serve as Vice President should be willing to serve as President. Especially since the VP may well end up becoming President anyway if no one is elected to that office. Failing that, nominations from the floor (and write-in votes) are in order. So perhaps a President will end up being elected. If the meeting adjourns without electing a President, what happens next depends on whether the bylaws provide that officers serve "until their successors are elected." If the bylaws contain an "until their successors are elected" clause, then the current President will continue to serve until a new President is elected, or the current President resigns. If the bylaws do not contain an "until their successors are elected" clause (or if they do, but the President resigns), then the newly elected Vice President will get a very fast promotion, and the resulting vacancy in the office of Vice President will be filled in accordance with the organization's bylaws. Even if the organization were without a President entirely, there are still workarounds, so it is not the case that the PTO needs to be dissolved. But certainly the organization should seek to resolve the situation as soon as possible.

Well, as I understand the facts, the election was conducted by email. For starters, this raises its own problems. But supposing that email voting is permissible under the organization's bylaws or applicable law, that raises interesting questions about what would constitute "previous notice" for an email vote and how rules pertaining to "protecting absentees" apply. As I understand the facts, which have been provided in subsequent posts, the remaining term is one year. So if the appointment is legitimate (which is in serious doubt), the board will indeed have to "suffer the appointment for a full year", unless the director is removed. The additional facts provided in subsequent posts do indeed provide that a director may be removed by without a disciplinary procedure involving a trial, however, the bylaws reserve this power for the membership, not the board.

I concur with my colleagues that, unless the organization's rules or applicable law provide otherwise, the threshold for election is a majority of the votes cast, and therefore a vote of 6-4 is sufficient for election. But I am somewhat puzzled as to why a "yes/no" vote was taken for an election of an officer to begin with, and what happened following the declaration that this person was not elected. What exactly were the circumstances of this election? Were these the regular elections for officers? Or was this an election to fill a vacancy in the office of Vice President? The entire situation is puzzling for a few reasons: If this was a regular election, if there was only candidate, the chair should have just declared the sole candidate elected by acclamation, unless something in the organization's rules prevent this. When an election for office is conducted by roll call, members do not vote "yes" or "no." Rather, they vote for the candidate of their choice. If no candidate is elected, the assembly should immediately proceed to hold another round of voting, and continue to repeat this until a candidate is elected.

Thank you for this additional information. As I understand it, the four options before the convention are as follows: All registered members (I would note that this one may require some additional amendments to the bylaws, as this amendment will effectively convert this from a convention of delegates into a membership meeting) Delegates from the subordinate chapters Delegates from the subordinate chapters and the elected officers of the international council Delegates from the subordinate chapters, the elected officers of the international council, and the past international presidents No vote should be taken on the option "Delegates from the subordinate chapters and the elected officers of the international council," because that's the current system, and therefore is automatically the option you'll follow if all the proposed changes are rejected. So we actually only have three proposed amendments. RONR provides the following on this question: "If notice is given of several amendments which conflict so that all cannot be given effect, the chair should arrange them in a logical order, much as in the case of filling blanks (12), generally taking the least inclusive amendment first and the most inclusive last so that the last one adopted is given effect. That arrangement of the amendments can be altered by the assembly; a motion to rearrange the amendments requires a second, is not debatable, is amendable, and requires a majority vote. An affirmative vote adopting such an arrangement is not subject to a motion to Reconsider, nor may a later, separate amendment be offered as a substitute for a pending one." RONR (12th ed.) 57:6 Based upon this advice, my recommendation would be to vote on the proposed amendments regarding composition in the following order, with a yes/no vote being taken on each one, and each amendment will itself be subject to debate and amendment: Delegates from the subordinate chapters Delegates from the subordinate chapters, the elected officers of the international council, and the past international presidents All registered members This seems to me to be the "least inclusive amendment first and the most inclusive last," and I believe it is the order the chair should propose. If the assembly wishes, the assembly may rearrange this order, by majority vote. At the end of the day, one of the following will most likely happen: One of the amendments will be adopted, in which case that amendment will take effect. Multiple amendments will be adopted, in case the amendment adopted last will take effect. None of the amendments will be adopted, in which case the "status quo" will remain in effect. Finally, if the "all registered members" option is adopted, I expect this will require some additional amendments to the bylaws. For example, references to a "convention" should be changed to "annual meeting of the membership" or some such, and there will likely be a lot of sections pertaining to delegates which are now obsolete.

I suppose that's up to your organization. If your organization has rules requiring committee "summaries" to be kept, those rules will take precedence over RONR.

So far as RONR is concerned, members have all rights of membership immediately upon becoming a member. Additionally, so far as RONR is concerned, the assembly may elect anyone it wishes to the board. RONR does not require that board members must be members of the society at all, let alone that they must have been a member for a particular length of time. Many organizations do provide in their bylaws for a "waiting period" before members may exercise certain rights and/or before they become eligible for office, but RONR has no such limitations.

For starters, I'll assume for the sake of argument that canceling the meeting on June 1st or holding the June 1st meeting virtually are both permissible options under the organization's bylaws. The rule in question is equally applicable regardless of whether it is applied to an amendment to a main motion or to an amendment to a primary amendment, but the full text of the rule is as follows: "One that merely makes the adoption of the amended question equivalent to a rejection of the original motion. Thus, in the motion that “our delegates be instructed to vote in favor of the increase in Federation dues,” an amendment to insert “not” before “be” is not in order because an affirmative vote on not giving a certain instruction is identical with a negative vote on giving the same instruction. But it would be in order to move to insert “not” before “to” (“instructed not to vote in favor”), since this would change the main motion into one to give different instructions." RONR (12th ed.) 12:22(2) That is, the text does not say that an amendment which has the effect of defeating the main motion (or in this case, the primary amendment) is out of order. Rather, what the text says is that an amendment which only has the effect of defeating the main motion (or in this case, the primary amendment) is out of order. So I suppose in this case, it would be out of order to insert the word "not" before the word "cancel" or to strike the word "cancel" and to insert the word "hold," since that would not accomplish anything other than defeating the primary amendment, which can be accomplished by simply voting the primary amendment down. But to make the June 1st meeting a virtual meeting instead is a permissible secondary amendment. This is still germane to the question of what do about the June meeting, and it proposes an option that is different than the main motion (hold an in-person meeting on June 1st) and the proposed amendment (cancel the June meeting). A motion to reschedule the June 1st meeting to some other date would also be a permissible secondary amendment. I disagree. Organizations which schedule their meetings by resolution are free to establish a calendar of meetings. This calendar is, of course, subject to change later (as any other main motion would be). So this does not interfere with the freedom of each session.

I overlooked that part. I think my brain autocorrected it to say that minutes should not include what was said. I suppose that since these notes are not, strictly speaking, "minutes," there is ultimately no rule in RONR preventing the inclusion of what was said in such notes, but I agree that I would not go so far as to say that such notes should contain what was said.

Thank you. Based upon these additional facts, if the appointment to fill the vacancy is legitimate, then the director may be removed only "by a vote of the members, holding at least a majority of the votes in the association." If your bylaws contain their own rules concerning removal, those rules take precedence over RONR. Your bylaws that a director may only be removed by a vote of the members, and the bylaws make no distinction in this regard between a director elected by the membership or a director elected by the board to fill a vacancy. I think it still may well be that the appointment was invalid to begin with, however, because it does not appear to me that previous notice was given, and because I still have not seen anything suggesting the board is authorized to vote by email. A provision relating to "removal of a director by the membership" is not applicable in the present instance, because the vacancy in question was caused by a resignation, not by removal of a director by the membership.

Well, I think the secretary is right to object to the chair, acting alone, altering the secretary's notes. The committee has the power to alter the notes, but the chair does not. I agree that the chair and secretary seem confused about other aspects of memoranda for committees. Yes, I think this is all correct. I would note, however, that to the extent there is (for some reason), disagreement over a correction, I believe that disagreement would have to be settled by vote. I don't see how else you would resolve it.

Thank you for all these additional facts. To clarify, my understanding is that this board member had only five days left in his term as President, but had one year left on his term as a board member. Additionally, the bylaws authorize the board to fill vacancies. I think there is some ambiguity as to whether this appointment was legitimate. Specifically: Do your bylaws authorize the board to conduct business via email? If not, then it would seem the appointment was not valid. Further, RONR provides that notice must be given of an election to fill a vacancy. It does not appear to me that any such notice was given. So it may be that the board may rule the appointment invalid on one or both of these grounds. In the alternative, supposing the appointment is valid, the question then arises as to how the board member may be removed. I am inclined to agree with you that because this director was elected by the board, the director may be removed by the board. But I don't yet know how the director may be removed, because we lack the facts needed to answer that question. First, if your bylaws have their own rules pertaining to removal of directors, those rules must be followed. If your bylaws are silent on this matter, then I reiterate J.J.'s request to quote exactly what your bylaws say regarding the term of office for board members. You have ignored this request and provided a paraphrase. The reason we need an exact quote is because there are two different procedures in RONR for removal of board members, depending on the exact wording the bylaws use to define the term of office. "Except as the bylaws may provide otherwise, any regularly elected officer of a permanent society can be removed from office by the society's assembly as follows: • If the bylaws provide that officers shall serve “for __ years or until their successors are elected,” the officer in question can be removed from office by adoption of a motion to do so. The vote required for adoption of this incidental main motion is (a) a two-thirds vote, (b) a majority vote when previous notice (as defined in 10:44) has been given, or (c) a vote of a majority of the entire membership—any one of which will suffice. A motion to remove an officer from office is a question of privilege (19) affecting the organization of the assembly, and so also is the filling of any vacancy created by the adoption of such a motion. • If, however, the bylaws provide that officers shall serve only a fixed term, such as “for two years” (which is not a recommended wording; see 56:28), or if they provide that officers shall serve “for __ years and until their successors are elected,” an officer can be removed from office only for cause—that is, neglect of duty in office or misconduct—in accordance with the procedures described in 63; that is, an investigating committee must be appointed, charges must be preferred, and a formal trial must be held." RONR (12th ed.) 62:16

I concur with all of my colleagues, but to the extent you are unable to persuade the rest of the board to "completely remove" the IPP position, some ideas which occur to me to mitigate the potential damage would be: Option A: Provide something like "The Immediate Past President shall serve as an ex-officio member of the board, unless otherwise ordered by the board." Option B: Provide something like "The board shall elect a former President to serve as a member of the board and as an advisor to the board." (It may well be that the immediate past president is the person customarily elected to this position.) Either of these provides an "escape hatch" in the event something goes horribly wrong. The difference is that in Option A, it's either the IPP or nothing; in Option B, a different Past President could be chosen. If you do a quick search for Immediate Past President on this forum, you'll find that this position works fine... until it doesn't, and then it really doesn't. Your organization, thankfully, doesn't seem to have had a problem yet. But it might in the future.

Certainly a Point of Order can (and should) be raised when one of these resolutions is offered at the convention, but the question the OP asked was how an absent delegate would object.

Ultimately, it is up to the organization to interpret its own bylaws. In the long run, if it is indeed the desire of the organization to provide that any motion (including amendments to the bylaws) may be voted on by mail, if the assembly orders a mail vote, by majority vote, the bylaws should be amended to more clearly state this. This is certainly not obvious from looking at the rules in question.

It will be at the assembly's discretion whether to permit nonmembers to attend. Many organizations face the challenge of having a meeting where some persons present are members and others are not. There are various methods organizations use to handle this, such as using different seating areas for members and nonmembers, assigning different colored badges for members and nonmembers, assigning voting cards to members, and so forth. If the assembly prefers to exclude nonmembers entirely, however, the assembly is free to do so.